CONTRACT FOR SELF-INSURED HEALTH PLAN SERVICES DMS 16/17-018D BETWEEN STATE OF FLORIDA DEPARTMENT OF MANAGEMENT SERVICES AND UNITED HEALTHCARE, INC.

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1 4050 Esplanade Way Tallahassee, FL Tel: Fax: Rick Scott, Governor Erin Rock, Secretary CONTRACT FOR SELF-INSURED HEALTH PLAN SERVICES DMS 16/17-018D BETWEEN STATE OF FLORIDA DEPARTMENT OF MANAGEMENT SERVICES AND UNITEDHEALTHCARE, INC. Contract No.: DMS 16/17-018D Page 1 of 107

2 Table of Contents Section 1 Definitions... 6 Definitions... 6 Rules of Interpretation... 9 Hierarchy of Documents... 9 Section 2 Term, Scope of Services and Payments Term Initial term Renewals Department s Right to Terminate for Convenience Scope of Work Department s Right to Suspend Work Department s Obligation to Supply Data to Vendor Bills for Travel Payments Specific Appropriation Section 3 Contract Administration Ownership of Materials and Record Retention Vendor Obligations General Major Organizational Changes Subcontractors Background Screening, Record Retention, and Warranty of Security Work Locations, No Offshoring of Data E-Verify Scrutinized Company List Removal or Replacement of Employees and Subcontractors for Cause Employment of State Workers Duty to Defend Contract No.: DMS 16/17-018D Page 2 of 107

3 Acceptance of Services Warranty Section 4 Audit Rights Section 5 Diversity Section 6 Liquidated Damages Generally Implementation Delays Failure to Meet Performance Guarantees Section 7 Insurance Insurance Coverage Performance Bond Section 8 Events of Default and Remedies Vendor Events of Default Department Remedies in the Event of Default Department Events of Default Vendor Remedies in the Event of Default Rights Cumulative, No Waiver Section 9 Termination for Cause Termination for Cause Exclusive Remedy State s Right to Cure Service Provider s Default Section 10 Transition Services Section 11 General Provisions Advertising Assignment, Acquisition by Third Party Change of Statute or Regulation or Governmental Restrictions Compliance with Laws, Including HIPAA Contract Administrator Contract Managers Contract No.: DMS 16/17-018D Page 3 of 107

4 Dispute Resolution Venue Entire Contract Execution in Counterparts Force Majeure, Notice of Delay and No Damages for Delay Changes Further Assurances Indemnification Defense of Third-Party Claims Notice of Claims Department as Real Party in Interest Vendor as Real Party in Interest Cooperation in the Defense of Administrative and/or Legal Actions Administrative Proceedings Support and Communication with Vendor s Legal Affairs Department Independent Vendor Status Inspection at Vendor Site Intellectual Property Lobbying and Integrity Loss of Data Modifications of Terms Notices Public Records Vendor as an Agent Rights to Records Taxes Waiver Warranty of Authority Warranty of Ability to Perform Contract No.: DMS 16/17-018D Page 4 of 107

5 Severability Organizational Conflicts of Interest Best Pricing Clause ATTACHMENT 1: AFFIDAVITS ATTACHMENT 2: PERFORMANCE GUARANTEES (Self Insured) ATTACHMENT 3: ENROLLMENT FILE INTERFACE LAYOUT ATTACHMENT 4: ENROLLMENT FILE TRANSFER SCHEDULE ATTACHMENT 5: REPORTING AND DELIVERABLES ATTACHMENT 6: VENDOR S BEST AND FINAL OFFER THIS SPACE INTENTIONALLY LEFT BLANK Contract No.: DMS 16/17-018D Page 5 of 107

6 Contract This Contract is entered between United Healthare, Inc., with its principal corporate offices at 9009 Corporate Lake Drive, Tampa, Florida 33634, and the Florida Department of Management Services, with its principal offices at 4050 Esplanade Way, Tallahassee, Florida (each, a Party and collectively, the Parties ). Recitals WHEREAS, the Department issued Invitation to Negotiate No. DMS 16/ to solicit firms interested in providing Fully-Insured Health Maintenance Organization (HMO) Employee Benefit Services and Self-Insured Third Party Administrator Services; and WHEREAS, Vendor responded to the ITN, and after the procurement process the Department awarded a contract to the Vendor. NOW THEREFORE, in consideration of the premises and mutual covenants set forth herein, the Parties agree as follows: Definitions The following capitalized terms used in this Contract (including the Attachments and any attachments thereto) have the meanings ascribed below: Account Management Team means the individuals employed by the Vendor who will have primary responsibility for the Department s account. Vendor shall provide a written list of its Account Management Team members within ten (10) calendar days of contract execution. Changes to the individuals listed shall be sent to the Department in writing, within ten (10) calendar days of the change. Benefits Document means the document approved by the Florida Legislature in accordance with subsection (5), Florida Statutes, describing the scope of coverage, benefits available, limitations, restrictions and exclusions of the Plan, and the conditions under which Service Provider will pay claims. The Benefit Document is subject to modification by the Florida Legislature and the Department at any time. The covered and excluded services in the Benefits Document will be equivalent to those set forth in the schedule of minimum benefits, (see Attachment H, of the ITN), together with any additional services expressly approved by the Department. If there is a conflict between Attachment H and the Benefits Document, the Benefits Document controls. Contract No.: DMS 16/17-018D Page 6 of 107

7 Business Day means any day of the week excluding weekends and holidays observed by State agencies pursuant to subsection (1)(a)-(j), Florida Statutes. Calendar Day means any day in a month, including weekends and holidays. Claim(s) means an application for payment of or reimbursement for health care expenses incurred by Participants, which is filed in accordance with the Benefits Document and Services and the Vendor and/or Department s requirements. Clean Claim means one that can be processed without obtaining additional information from the provider of the service or from a third-party. It does not include a claim under review for medical necessity. Confidential Information means information in the possession or under control of the State or Vendor that is exempt from public disclosure pursuant to section 24, Article I of the Constitution of the State; the Public Records Law, Chapter 119, Florida Statutes; or to any other Florida law or federal law or regulation that serves to exempt information from public disclosure. Contract means this agreement between the Department and Vendor. The following order of precedence applies to this Contract: 1. This Contract document (including Attachments 1 through 5, but excluding Attachment 6) 2. Attachment 6 of this Contract document 3. The ITN (as defined in this subsection), which is incorporated herein by reference 4. Vendor s Reply to the ITN, which is incorporated herein by reference Contract Administrator means the person designated pursuant to subsection 11 of this Contract. Contract Manager means those persons designated pursuant to subsection 11 of this Contract. Covered Benefits and Services means the benefits and services described in the Benefits Documents. Department means the Florida Department of Management Services. Deliverables mean those services, items and/or materials provided, prepared and delivered to the Department in the course of performance under this Contract by the Vendor. Division means the Department s Division of State Group Insurance. Effective Date means January 1, 2018 at 12:00 A.M., Eastern Time, the first date Services are provided to Members. Contract No.: DMS 16/17-018D Page 7 of 107

8 Eligible Dependents means enrolled Dependents of Subscribers, as defined by the Florida Administrative Code and statutes. Enrollee or Subscriber means those persons as defined in subsection (2)(b), Florida Statutes. Implementation Date means the date the Contract is fully executed by all Parties. Implementation Plan means the written description provided by Service Provider, as approved by the Department, of the schedule of actions necessary to implement the services and begin fulfilling the Contract in a timely manner. ITN means Invitation to Negotiate No. DMS 16/17-018, HMO Services, including all attachments and addenda to the Invitation to Negotiate. Member or Participant means those persons as defined in subsection (2)(e), Florida Statutes. Notice means written notification from one Party to the other Party regarding performance under the Contract. Performance Guarantees means specific measurement indicators assigned to Contract tasks representing timeliness and quality of task output. Plan means the State Group Insurance Program s health insurance plan established by section (3)(b), Florida Statutes, and implemented by Florida Administrative Code. Plan Year is based on the calendar year from January 1 to December 31. Run-Out Claims will mean a Claim for medical expenses incurred by a Plan Participant during the term of the Contract which is received by the Service Provider after termination of the Contract and within sixteen (16) months from the date that the health care services relating to such Claim were rendered Rural means ZIP Code(s) where the population density is less than 1,000 persons per square mile. Distance measurements shall be defined as "street driving miles," and should be evaluated from the geographic center of each ZIP code. Services means services to be performed by Vendor as specified in this Contract. The term Services includes but is not limited to, any unspecified Service that is inherent in proper delivery of a specified Service. During the term of the Contract, the Department will have the right to add or delete Services. If the Department elects to add Services, the Vendor and the Department will negotiate a mutually agreed amendment to the Contract. Contract No.: DMS 16/17-018D Page 8 of 107

9 Service Provider, or Vendor means UnitedHealthare, Inc. Subcontractor means the Vendor s subcontractors and agents that perform, deliver, or provide the Services required by this Contract. The term Subcontractor does not include health care providers. Suburban means ZIP Code(s) where the population density is between 1,000 and 3,000 persons per square mile. Distance measurements shall be defined as "street driving miles," and should be evaluated from the geographic center of each ZIP code. Urban means ZIP Code(s) where the population density is greater than 3,000 persons per square mile. Distance measurements shall be defined as "street driving miles," and should be evaluated from the geographic center of each ZIP code. Rules of Interpretation In this Contract, unless otherwise indicated or otherwise required by the context, the following rules of interpretation shall apply: Reference to, and the definition of, any document (including any attachments) shall be deemed a reference to such document as it may be amended, supplemented, revised or modified; The table of contents and section headings and other captions are for the purpose of reference only and do not limit or affect the content, meaning or interpretation of the text; Defined terms in the singular shall include the plural and vice versa and the masculine, feminine or neutral-genders shall include all genders; The words hereof, herein, hereunder, and words of similar import, shall refer to this Contract as a whole and not to any particular provision of this Contract; The words include, includes and including are deemed to be followed by the phrase without limitation ; Any reference to a governmental entity or person shall include the governmental entity s or person s authorized successors and assigns; and The words quarterly, on a quarterly basis, quarterly meeting or other similar terms mean, unless otherwise stated herein, once every three (3) months, beginning January 1, Hierarchy of Documents The Contract sets forth the entire understanding between the Parties. In the event that any of the Contract documents conflict, the order of precedence set forth in the definition of Contract in subsection 1.1 shall control. Contract No.: DMS 16/17-018D Page 9 of 107

10 If the Contract terms are inconsistent with the Benefits Documents or statute, then the Benefits Document or statute will prevail. Term Initial term The initial Contract term is three (3) years and Services will commence on the Effective Date and end after 11:59:59 P.M., on December 31, 2020, unless extended, terminated or renewed as provided herein. The Parties acknowledge that the Plan will not be implemented and administered under this Contract until January 1, While pre-implementation services will be required, payment will be made only in accordance with the fees listed in the Payments section of this Contract as due. Renewals At its sole option and discretion, the Department may renew the Contract for up to three (3) additional one (1) year renewal terms in accordance with pricing methodology in this Contract. Such renewal will be binding on the Vendor and may be in one (1) year or multiple year increments at the Department s sole option. Renewal in whole or in part shall be at the sole discretion of the Department and shall be contingent upon the Department s determination that Vendor has satisfactorily performed its obligations under the Contract. The Department shall also consider whether Vendor has been subject to any performance violations and/or liquidated damages in complying with any of the Contract requirements. Any renewal shall be in writing and signed by both Parties. The Vendor shall not charge any costs for renewing the Contract. The renewal is subject to appropriations by the legislature and is contingent upon the availability of funds. Pursuant to Chapter (12) Florida Statutes, as modified by chapter (3)(d)(1) Florida Statutes, this contract may be extended if the completion of the contract is beyond the control of the contractor, as determined by the Department. Department s Right to Terminate for Convenience The Department, by sixty (60) Calendar Days advance written Notice to Vendor, may terminate the Contract for any reason or no reason at all when the Department determines in its sole discretion that it is in the Department s interest to do so. Vendor shall not perform any Services after the effective date of the termination, except as necessary to complete the continued portion of the Contract, if any. Vendor will not be entitled to recover any lost profits, Contract No.: DMS 16/17-018D Page 10 of 107

11 consequential or indirect damages, or any other damages other than the payment amounts due for performance until the effective date of termination. If this Contract is terminated for convenience prior to January 1, 2020, the Department shall reimburse Vendor for direct costs actually incurred for authorized Services satisfactorily performed prior to the Notice of termination. Scope of Work Vendor will provide all labor, materials and supplies necessary to provide the Services as described in this Contract, including but not limited to, providing all reports in Attachment 5: Reporting and Deliverables in the prescribed format, frequency, by the due date, and to the intended recipient. Vendor agrees to periodic reviews by the Department on Vendor s performance to improve delivery of the scope of work. Corrective work to comply with the requirements of this Contract will be performed by the Vendor at its expense, and Vendor will not be entitled to any compensation for such corrective work. The Department, by written request may unilaterally require changes altering, adding to or deducting from the Services, provided that such changes are within the general scope of the Contract. Department s Right to Suspend Work The Department may in its sole discretion suspend any or all Services under the Contract, at any time, when in the best interests of the Department to do so. The Department will provide Vendor written Notice outlining the particulars of suspension. Examples of the reason for suspension include, but are not limited to, budgetary constraints, declaration of emergency or other like circumstances. After receiving a suspension Notice, Vendor will comply with the Notice. Department s Obligation to Supply Data to Vendor The Department shall supply all eligibility and personnel data and information necessary for Vendor to provide the Services. Bills for Travel Bills for travel expenses are not permitted under this Contract. Payments The Vendor agrees to perform all Services for the compensation and financial arrangements set forth in Attachment 6. No additional compensation will be allowed. Contract No.: DMS 16/17-018D Page 11 of 107

12 For payment of administrative fees, this Contract is subject to the transaction fee contained in subsection (22)(c), Florida Statutes, and the Vendor will comply with the timely reporting and payment of such fee. Premiums and capitation fees are not subject to the transaction fee. Specific Appropriation The funds from which the state will make payment for administrative services are identified in Chapter , Laws of Florida, Senate Bill No. 2500, line 2807, Administrative Services Only Contract for Health Insurance from State Employees Insurance Trust Fund. The funds from which the state will make payment for claims under the Contract non-operating authority granted by section 8, subsections (2)(b) and (2)(c) of the General Appropriations Act, paid from the State Employees Group Health Insurance Trust Fund. The Department of Management Services is authorized to submit budget amendments in accordance with chapter 216, Florida Statutes, to increase Specific Appropriation 2790 in the event administrative service payments for health insurance exceed the amount of budget authority appropriated. The State of Florida s performance and obligation to pay under this contract is contingent upon an annual appropriation by the Legislature. Ownership of Materials and Record Retention All Deliverables, papers, documents, materials, work, and other items prepared by Vendor and provided to the State for purposes of the Contract are the property of the Department and shall be available to the Department at any time. The Department has the right to use the same without restriction and without payments to Vendor other than that specifically provided by the Contract. Data deemed proprietary, trade secret or confidential shall be subject to compliance with Florida Statutes and federal laws and regulations. Vendor shall retain sufficient documentation to substantiate Claims for payment under this Contract, and all other records, electronic files, papers and documents which were made for purposes of the Contract. Such records shall include magnetic tapes, CD-ROM, diskettes or other electronic media files maintained by Vendor directly relating to the Services, including file labels, complete file layouts, data element descriptions and detailed processing logic to assist the Department auditor in processing or utilizing files. Vendor shall retain all such records, papers and documentation in compliance with record retention schedules published by the State of Florida Department of State. Contract No.: DMS 16/17-018D Page 12 of 107

13 Vendor Obligations General Vendor will provide any and all labor, materials and supplies necessary to perform the Services in the manner prescribed by this Contract. Vendor will meet or exceed the Service requirements set forth in Attachment 2: Performance Guarantees. Major Organizational Changes The Parties agree that in order for efficient and effective communication to occur, clear lines of authority and areas of responsibility need to be identified for each Party. Each Party agrees to promptly notify the other in the event of any material change in personnel, address or phone number. The Vendor recognizes and agrees that award of the Contract was predicated upon features of Vendor s business organization as represented by the Vendor during the ITN. If the Vendor transfers or sells fifty percent (50%) or more of its equity shareholder interests or allows a sale of substantially all of its assets, the Vendor shall notify the Department in writing no less than thirty (30) Calendar Days prior to such transfer or sale. Subcontractors Vendor is responsible for the acts or omissions of all Subcontractors, if any, it uses in the provision of the Services during the term of the Contract. The Department will have no liability of any kind for Subcontractor demands, loss, damage, negligence or any expense relating, directly or indirectly, to Subcontractors. Vendor will not subcontract any of the Services or enter into any subcontracts or change approved Subcontractors (including their key personnel and/or location of processes for the Services) without the express written consent of the Department. Vendor will give the Department prior Notice of at least sixty (60) Calendar Days or, in case of an emergency, as soon as practicable. Each approved subcontractor will be subject to the same terms and conditions as the Contract. Background Screening, Record Retention, and Warranty of Security All Vendor employees, Subcontractors and agents performing work under the Contract must comply with all security and administrative requirements of the Department. Contract No.: DMS 16/17-018D Page 13 of 107

14 Background Screening In addition to any background screening required by the Vendor as a condition of employment, the Vendor warrants that it will conduct a criminal background screening of, or ensure that such a screening is conducted for, each of its employees, subcontractor personnel, independent contractors, leased employees, volunteers, licensees or other person, hereinafter referred to as Person or Persons, operating under their direction who directly perform services under the Contract, whether or not the Person has access to State of Florida Data, as well as those who have access, including indirect access, to State of Florida Data, whether or not they perform services under the Contract. The Vendor warrants that all Persons will have passed the Background Screening described herein before they have Access to State of Florida Data or begin performing services under the contract. The look-back period for such background screenings shall be for a minimum of ten (10) years where ten (10) years of historical information is available. Access means to review, inspect, approach, instruct, communicate with, store data in, retrieve data from, or otherwise make use of any data, regardless of type, form, or nature of storage. Access to a computer system or network includes local and remote access. State of Florida Data means a representation of information, knowledge, facts, concepts, computer software, computer programs or instructions, whether it is exempt, confidential, or personal health information. State of Florida Data may be in any form, including but not limited to, storage media, computer memory, in transit, presented on a display device, or in physical media such as paper, film, microfilm, or microfiche. State of Florida Data includes the original form of the State of Florida Data and all metadata associated with the State of Florida Data. The minimum background check process will include a check of the following databases through a law enforcement agency or a professional background screener accredited by the National Association of Professional Background Screeners or a comparable standard: Social Security Number Trace; and Criminal Records (Federal, State and County criminal felony and misdemeanor, national criminal database for all states which make such data available). The Vendor agrees that each Person will be screened as a prior condition for performing services or having access to State of Florida Data. The Vendor is responsible for any and all costs and expenses in obtaining and maintaining the criminal background screening information for each Person described above. The Vendor will maintain documentation of the screening in the Person s employment file. The Vendor will abide by all applicable laws, rules and regulations including, but not limited to the Fair Credit Reporting Act and/or any equal opportunity laws, rules, regulations or ordinances. Contract No.: DMS 16/17-018D Page 14 of 107

15 Disqualifying Offenses If at any time it is determined that a Person has a criminal misdemeanor or felony record regardless of adjudication (e.g., adjudication withheld, a plea of guilty or nolo contendere, or a guilty verdict) within the last six (6) years from the date of the court s determination for the crimes listed below, or their equivalent in any jurisdiction, the Vendor is required to immediately remove that Person from any position with access to State of Florida Data or directly performing services under the Contract. The disqualifying offenses are: Computer related or information technology crimes Fraudulent practices, false pretenses and frauds, and credit card crimes Forgery and counterfeiting Violations involving checks and drafts Misuse of medical or personnel records Felony theft If the Vendor finds a Disqualifying Offense for a Person within the last six (6) years from the date of the court s disposition, it may obtain information regarding the incident and determine whether that Person should continue providing services under the Contract or have access to State of Florida Data. The Vendor will consider the following factors only in making the determination: i.) nature and gravity of the offense, ii.) the amount of time that lapsed since the offense, iii.) the rehabilitation efforts of the person and iv.) relevancy of the offense to the job duties of the Person. If the Vendor determines that the Person should be allowed access to State of Florida Data, then Vendor shall maintain all criminal background screening information and the rationale for such access in the Person s employment file. The Vendor shall require all Persons to self-report within three (3) business days of adjudication to the Vendor any adjudication of guilt as described above for the Disqualifying Offenses. The Vendor shall immediately disallow that Person Access to any State of Florida Data or from directly performing Services under the Contract. Additionally, the Vendor shall require that the Person complete an annual certification that he or she has not received an adjudication of guilt as described above for the Disqualifying Offenses and shall maintain that certification in the employment file Refresh Screening The Vendor will ensure that all background screening will be refreshed every five (5) years from the time initially performed for each Person during the Term of the Contract Annual Certification The Vendor is required to submit an annual certification demonstrating compliance with the Warranty of Security to the Department by December 31 st of each Contract year. Contract No.: DMS 16/17-018D Page 15 of 107

16 Duty to Provide Secure Data The Vendor will maintain the security of State of Florida Data including, but not limited to, a secure area around any display of such State of Florida Data or State of Florida Data that is otherwise visible. The Vendor will also comply with all HIPAA requirements and any other state and federal rules and regulations regarding security of information. State of Florida Data cannot be disclosed to any person or entity that is not directly approved to participate in the scope of work set forth in this Contract Department s Ability to Audit Screening Compliance and Inspect Locations The Department reserves the right to audit the Vendor s background screening process upon two (2) days prior written notice to the Vendor during the Term of the Contract. Department will have the right to inspect the Vendor s working area, computer systems, and/or location upon two business days prior written notice to the Vendor to ensure that access to the State of Florida Data is secure and in compliance with the Contract and all applicable state and federal rules and regulations Record Retention The Vendor shall retain a list of all Persons with Access to State of Florida Data, including a statement confirming that each Person has passed the Background Screening required herein. Such a statement shall not include the substance of the screening results, only that the Person has passed the screening. The Vendor shall create a written policy for the protection of State of Florida Data, including a policy and procedure for Access to State of Florida Data. The Vendor shall document and record, with respect to each instance of Access to State of Florida Data: 1) The identity of all individual(s) who accessed State of Florida Data in any way, whether those individuals are authorized Persons or not; 2) The duration of the individual(s) access to State of Florida Data, including the time and date at which the access began and ended; 3) The identity, form, and extent of State of Florida Data accessed, including, but not limited to, whether the individual accessed partial or redacted versions of State of Florida Data, read-only versions of State of Florida Data, or editable versions of State of Florida Data; and Contract No.: DMS 16/17-018D Page 16 of 107

17 4) The nature of the access to State of Florida Data, including whether State of Florida Data was edited or shared with any other individual or entity during the duration of the access, and, if so, the identity of the individual or entity. The Vendor shall retain the written policy and information required in this subsection for the duration of this Contract and a period of no less than five (5) years from the date of termination of this Contract and any Contract extensions. The written policy and information required in this subsection shall be included in the Department s audit and screening abilities as defined in subsection The written policy and information required in this subsection shall also be subject to immediate disclosure upon written or oral demand at any time by the Department or its designated agents or auditors. Failure to compile, retain, and disclose the written policy and information as required in this subsection shall be considered a breach of the Contract. The resulting damages to the Department from a breach of this subsection are by their nature impossible to ascertain presently and will be difficult to ascertain in the future. The issues involved in determining such damages will be numerous, complex, and unreasonably burdensome to prove. The parties acknowledge that these financial consequences are liquidated damages, exclusive of any other right to damages, not intended to be a penalty and solely intended to compensate for unknown and unascertainable damages. The Vendor therefore agrees to credit the Department the sum of $10,000 per event, for each breach of this subsection Indemnification The Vendor agrees to defend, indemnify and hold harmless the Department, the State of Florida, its officers, directors and employees for any claims, suits or proceedings related to a breach of this section. The Vendor will include credit monitoring services at its own cost for those individuals affected or potentially affected by a breach of this section for a one (1) year period of time following the breach. Work Locations, No Offshoring of Data Service Provider, including its employees, subcontractor personnel, independent contractors, leased employees, volunteers, licensees or other persons operating under their direction, are prohibited from (i) performing any of the Services under the Contract outside of the U.S., or (ii) sending, transmitting or accessing any State of Florida Data, as defined in subsection , outside of the U.S. The Parties agree that a violation of this provision will: (a) result in immediate and irreparable harm to the Department, entitling the Department to immediate injunctive relief, provided, however, this shall not constitute an admission by the Contract No.: DMS 16/17-018D Page 17 of 107

18 Service Provider to any liability for damages under subsection (c) below or any claims, liability or damages to a third party, and is without prejudice to the Service Provider in defending such claims. (b) entitle the Department to a credit of $50,000 per violation, with a cumulative total cap of $500,000 per event. This credit is intended only to cover the Department s internal staffing and administrative costs of investigations and audits of the transmittal of State of Florida Data outside the U.S. (c) entitle the Department to recover damages, if any, arising from a breach of this Section above and beyond those covered under subsection (b). (d) constitute an Event of Default not subject to the dispute resolution provisions in Section 9 ( Dispute Resolution ) of this Contract. The credits in subsection (b) are a reasonable approximation of the internal costs for investigations and audits from a violation. The credits are in the nature of liquidated damages and not intended to be a penalty on the Service Provider. By executing this Contract, Service Provider acknowledges and agrees the costs intended to be covered by subsection (b) are not readily ascertainable and will be difficult to prove. Service Provider agrees that it will not argue, and is estopped from arguing, that such costs are a penalty or otherwise unenforceable. For purposes of determining the amount of credits due hereunder, a group of violations relating to a common set of operative facts (e.g., same location, same time period, same off-shore entity) shall be treated as a single violation. The credits will be applied against the monthly invoices submitted by the Service Provider, and are exclusive of any other right to damages Service Provider s Responsibility to Notify Department For purposes of subsections through , the following definitions apply: Breach means a confirmed event that compromises the confidentiality, integrity, or availability of information or State of Florida Data, or unauthorized access of State of Florida Data in electronic form containing personal information. Incident means a violation or imminent threat of violation, whether such violation is accidental or deliberate, of information technology security policies, acceptable use policies, or standard security practices. An imminent threat of violation refers to a situation in which the state agency has a factual basis for believing that a specific incident is about to occur. Notwithstanding any provision of this Contract to the contrary, the Service Provider shall notify the Department as soon as possible and in all events immediately upon discovering any Breach Contract No.: DMS 16/17-018D Page 18 of 107

19 or Incident regarding State of Florida Data; any unauthorized access of State of Florida Data (even by persons or companies with authorized access for other purposes); any unauthorized transmission of State of Florida Data; or any credible allegation or suspicion of a material violation of the above. This notification is required whether the event affects one Member or the entire population. The notification shall be clear and conspicuous and include a description of the following: (a) The incident in general terms. (b) The type of personal information that was subject to the unauthorized access and acquisition. (c) The number of individuals who were, or potentially have been affected by the Breach or Incident. (d) The actions taken by the Service Provider to protect the State of Florida Data information from further unauthorized access. However, the description of those actions in the written notice may be general so as not to further increase the risk or severity of the Breach. Upon becoming aware of an alleged Breach or Incident, the Service Provider shall set up a conference call (via a telephone call and ) with the Department s Contract Manager and any necessary Service Provider parties. The conference call invitation shall contain a brief description of the nature of the event. When possible, a 30-minute notice shall be given to allow Department personnel to be available for the call. If the designated time is not practical for the Department, an alternate time for the call shall be scheduled. All available information shall be shared on the call. The Service Provider shall answer all questions based on the information known at that time and shall answer additional questions as additional information becomes known. The Service Provider shall provide the Department with final documentation of the incident including all actions that took place. If the Service Provider becomes aware of a Breach or Incident outside of normal business hours, the Service Provider shall notify the Department s Contract Manager as soon as possible, and in all events, within 24 hours. The Service Provider's failure to perform the obligations in this subsection shall also be an Event of Default, and will entitle the Department to recover any other damages it incurs arising from a failure to perform the obligations in this subsection (including any actual out-of-pocket expenses incurred by the Department to investigate and remediate the violation) and/or to pursue injunctive relief Service Provider s Responsibility to Notify Members The Service Provider shall pay all costs to notify all Members whose State of Florida Data was accessed by any Breach, unauthorized access or transmission caused by the Service Provider or Contract No.: DMS 16/17-018D Page 19 of 107

20 its Subcontractors no later than thirty (30) days after the determination of a Breach or reason to believe a Breach occurred. If the Service Provider cannot identify the specific persons whose data may have been accessed, such notice shall be provided to all persons whose data reasonably may have been accessed. The Department shall pay all costs to notify such persons related to any Breach not caused by the Service Provider or its Subcontractors. Nothing in this subsection will alter or replace the application of section , Florida Statutes, as to the Service Provider s obligations and liability for Breaches concerning confidential personal information Credit Monitoring and Notification The Service Provider shall include credit monitoring services at its own cost for those Members affected or potentially affected by an alleged Breach for no less than a one (1) year period of time following the Breach. The Service Provider shall provide the Department of Legal Affairs written notice of a Breach that affects 500 or more Members as soon as practicable, or within thirty (30) calendar days of the Breach. The Service Provider shall provide the Department a copy of the written notice to the Department of Legal Affairs. If a Breach impacts more than 1,000 Members at a single time, the Service Provider shall notify, without unreasonable delay, all consumer reporting agencies that compile and maintain files on consumers on a nationwide basis, as defined in the Fair Credit Reporting Act, 15 U.S. Code Section 1681a (p), of the timing, distribution, and content of the notices required pursuant to subsections ( Service Provider s Responsibility to Notify Department ) and ( Service Provider s Responsibility to Notify Members of this Contract. E-Verify Pursuant to State Executive Order No.: , Vendor is required to utilize the Department of Homeland Security s E-Verify system to verify the employment of all new employees hired by Vendor to work on this Contract during the Contract term. Also, Vendor will include in related subcontracts a requirement that Subcontractors performing work or providing Services pursuant to the Contract utilize the E-Verify system to verify employment of all new employees hired by the Subcontractor during the Contract term. Scrutinized Company List If the Contract exceeds $1,000, in total, not including renewal years, Vendor certifies that it is not listed on either the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or the Scrutinized Companies that Boycott Israel List created pursuant to sections , F.S. and F.S., respectively. Pursuant to sections (5), F.S., and (3), F.S., Vendor agrees the Department may Contract No.: DMS 16/17-018D Page 20 of 107

21 immediately terminate the Contract for cause if the Vendor is found to have submitted a false certification or if Vendor is placed on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel during the term of the Contract. Removal or Replacement of Employees and Subcontractors for Cause The Department may refuse access to or require replacement of any Vendor employee Subcontractor or agent for cause, including, but not limited to, technical or training qualifications, quality of work, change in security status, or non-compliance with the Department s security or other requirements. Such action shall not relieve Vendor of its obligation to perform all work in compliance with the Contract. The Department may reject and bar from any facility for cause any of Vendor s employees, Subcontractors or agents. Employment of State Workers During the term of the Contract, Vendor shall not knowingly employ, subcontract with or subgrant to any person (including any non-governmental entity in which such person has any employment or other material interest as defined by subsection (15), Florida Statutes) who is employed by the State or who has participated in the performance or procurement of this Contract, except as provided in section , Florida Statutes. Duty to Defend The Vendor shall, at no additional cost to the Department, defend the Department, the State and/or Members against any litigation brought by participating network health care providers seeking payment for covered services in excess of the applicable payment negotiated by the Vendor. The Vendor agrees to pay all resulting damages awarded or settlement amounts in any such litigation, provided that the Department, the State and/or the affected Members provided timely written notification to the Vendor of such litigation and provided that the Vendor had sole control of the defense of such litigation and any related settlement negotiations. The Department and Vendor agree that neither the Department nor Vendor is responsible for the health care that is delivered by health care providers, except as otherwise provided in the Contract. The defense of litigation and indemnification obligations of this Contract do not apply to any portion of any loss relating to the acts or omissions of health care providers with respect to Plan Participants. Contract No.: DMS 16/17-018D Page 21 of 107

22 Acceptance of Services The Department will conduct its acceptance review in a manner so as to identify whether the Services materially fail to conform to the Contract. The Department shall Notify the Vendor in writing of material failures of a Service to conform to the Contract ( Notice of Nonconformity ), specifying how the Service materially fails to meet the requirements of the Contract. Within five (5) Business Days of Notice of the Nonconformity, Vendor will give Notice of either: The correction of the Nonconformity and the nature of the correction; A written proposal for corrective action correcting the Nonconformity; Its disagreement as to the nature or scope of the Nonconformity and the reasons therefore. Within ten (10) Business Days of Notice of the Vendor s reply, the Department will either accept or reject the Vendor s reply (with or without modifications from the Department) and provide Notice of the Department s decision and proposed remedy, if any. Warranty Generally. Vendor warrants that the Services shall be delivered in a professional workman-like manner in accordance with the standards and quality prevailing among first-rate nationally recognized firms in the industry and in accordance with this Contract and this warranty will remain in effect for a period of 365 Calendar Days following delivery of the Services ( Warranty Period ). Remedies. In the event that the Department discovers that the Services are not delivered in accordance with the foregoing warranties during the Warranty Period, the Department will provide notice to the Vendor, and the Vendor will promptly correct, cure, replace or otherwise remedy such performance at no cost to the Department. This section shall survive termination of this Contract. The Department has the right to conduct performance and/or compliance audits related to this Contract of any and all areas of Vendor and Subcontractors. The Department may at any time enter and inspect the Vendor s physical facilities where operations required under this Contract are performed, with reasonable prior Notice. Except in emergency situations, reasonable Notice will be provided for audits conducted at Vendor s premises. Audits may include, but not be limited to, audits of procedures, computer systems, claims files, provider contracts, service records, accounting records, internal audits, quality control assessments, and any and all applicable healthcare provider contracts and service programs related to this Contract. Vendor Contract No.: DMS 16/17-018D Page 22 of 107

23 will cooperate and work with any representatives selected by the Department to conduct said audits and inspections, including but not limited to, other state agencies. Vendor will make available all Data or information requested by the Department in furtherance of an audit. Prior to the commencement of this audit, the Vendor may request to enter into a mutually agreeable confidentiality agreement with any third-party auditor. However, no such agreement shall limit the Department s access to this audit report or any other document, and must be consistent with section 11.4 of this Contract, Article 1, section 24 of the Florida Constitution, and Chapter 119, Florida Statutes. Vendor recognizes and acknowledges that released statements from its healthcare providers are not required for the Department or its designee to conduct compliance and performance audits on any of the Vendor s contracts relating to this Contract. The right of the Department to perform audits and inspections will survive the expiration or termination of this Contract. Department will use reasonable efforts to minimize the number and duration of such audits or inspections conducted and to conduct such audits and inspections in a manner that minimizes disruption to Vendor s business operation. This provision will not limit the rights of other state agencies or officers, such as the state s chief financial officer and the Office of the Auditor General, to perform audits and inspections independently of, or in conjunction with, the Department. Except for the annual SSAE 16 audit, the Department will be responsible for the independent third-party auditor cost associated with any audit performed. It is the policy of the State that Minority Business Enterprises, Woman-Owned Business Enterprises and Service-Disabled Veteran Business Enterprises (as those terms are defined by Florida Statutes), have the maximum practicable opportunity to participate in performing contracts let by any State agency. Vendor will carry out this policy in the awarding of subcontracts to the fullest extent consistent with efficient Contract performance by reasonably considering such business enterprises as Subcontractors for the Services. Vendor further agrees to comply with all controlling laws and regulations respecting the participation of such business enterprises in the provision of the Services and to reasonably cooperate in any studies or surveys as may be conducted by the State to determine the extent of Vendor s compliance with this section. Contract No.: DMS 16/17-018D Page 23 of 107

24 Generally Time is of the essence in performing the Contract; this is true generally and particularly with respect to providing Services on the Effective Date and meeting the Performance Guarantees. Vendor acknowledges that untimely performance or other material noncompliance will damage the Department, but by their nature such damages are impossible to ascertain presently and will be difficult to ascertain in the future. The issues involved in determining the amount of damages will be multiple and complex, and will be dependent on many and variant factors, proof of which would be burdensome and require lengthy and expensive litigation, which the Parties desire to avoid. Accordingly, the Parties agree that it is in the Parties best interests to agree upon a reasonable amount of liquidated damages, which are not intended to be a penalty and are solely intended to compensate for unknown and unascertainable damages. The Parties acknowledge that liquidated damages are contemplated and required by subsection (3)(d)3, Florida Statutes. Implementation Delays Untimely Implementation of Services. If Vendor fails to fully implement Services by the Effective Date, it shall pay liquidated damages of $25,000 per Calendar Day, not to exceed $500,000, unless any such delay is due to the Department s failure to comply with the defined timeline. Vendor will pay this amount of liquidated damages for every full or partial Calendar Day until Services are fully implemented. Failure to Meet Performance Guarantees Vendor agrees to payment of additional liquidated damages if it fails to meet the Service requirements set forth in Attachment 2: Performance Guarantees. Liquidated damages are intended only to cover the Department s internal staffing and administrative costs and the diminished value of the Services provided under the Contract. Notwithstanding anything in the Contract to the contrary, the total of any and all liquidated damages paid or to be paid by Vendor pursuant to this Contract for any calendar quarter will not exceed one hundred percent (100%) of the payment due under Section 2. Upon mutual agreement of the Parties, Performance Guarantees may be suspended from time to time for special circumstances. Suspension of a Performance Guarantee will not excuse Vendor from accumulating data relevant to that Performance Guarantee and reporting such data to the Department as part of the management reports delivered pursuant to this Contract. Contract No.: DMS 16/17-018D Page 24 of 107

25 Vendor will provide the Department with a Performance Guarantee report showing Service levels as set forth in Attachment 2: Performance Guarantees. The Department may, at its option, provide Vendor with a Performance Guarantee report template which must be used. For each Performance Guarantee that the Vendor fails to meet, the Vendor will remit appropriate payment to the Department within forty-five (45) Calendar Days of the end of the reporting quarter. The Department is not required to Notice or invoice the Vendor for payment. The Department may require the Vendor to propose and implement a reasonable corrective action plan to address and correct the root cause of any missed Performance Guarantee. The inclusion of the Performance Guarantees in this Contract is intended to address unsatisfactory performance in the context of ongoing operations without resort to the default provisions set forth in Section 8: Events of Default and Remedies. However, if Vendor s performance falls below the minimum level of performance for the same Performance Guarantee for three (3) quarters and such failure is not otherwise excused, then the Department may declare an Event of Default. Vendor will be excused for failing to meet any Performance Guarantee to the extent such failure is caused by the Department not performing any of its obligations under the Contract. Vendor will advise the Department in writing as soon as possible of any circumstance or occurrence which could excuse or affect Vendor s ability to achieve any of the Performance Guarantees. In all such cases, Vendor will cause to make all reasonable efforts to achieve the Performance Guarantees. Insurance Coverage During the Contract term, Vendor will, at its sole expense, continuously maintain commercial insurance of such a type and with such terms and limits as may be reasonably associated with this Contract and as required by law. Providing and maintaining adequate insurance coverage is a material obligation of Vendor and performance may not commence on this Contract until such time as insurance is secured by the Vendor and is approved by the Department. The Department will not unreasonably withhold or delay such approval. The limits of coverage under each policy do not limit Vendor s or Subcontractor s liability and obligations under the Contract. Unless otherwise agreed in writing by the Department, all insurance policies must be through insurers authorized or eligible to write policies in Florida. The Vendor shall notify the Department immediately if the Vendor loses any liability insurance coverage. Contract No.: DMS 16/17-018D Page 25 of 107

26 Commercial General Liability. The Vendor must continuously maintain commercial general liability insurance (inclusive of any amounts provided by an umbrella or excess policy) in the face amount of twenty-five million dollars ($25,000,000). Business Interruption Insurance. Vendor must continuously maintain business interruption insurance coverage in the face amount of twenty-five million dollars ($25,000,000). Professional Indemnity Insurance. The Vendor must continuously maintain professional indemnity insurance that must cover professional liability and error and omissions in the face amount of twenty-five million dollars ($25,000,000). Vendor will indemnify, defend and hold harmless the Department and its employees and agents, from and against any third-party claims, demands, loss, damage or expense caused by Vendor in connection with the performance of the Services related to professional liability and error and omissions. Each insurance certificate for such policy must include an agreement that the insurer will provide thirty (30) Calendar Days prior written Notice to the Department of cancellation for any coverage. The Vendor will provide all certifications of insurance as proof of insurance including renewed or replacement evidence of coverage at least thirty (30) Calendar Days prior to the expiration or termination of any insurance policy. Performance Bond In accordance with subsection (3)(d)2, prior to execution of this Contract, Vendor will deliver to the Department s Contract Manager a performance bond or irrevocable letter of credit in the amount of ten million dollars ($10,000,000) for the performance under the contract. The bond or letter of credit shall be used to guarantee at least satisfactory performance by Vendor throughout the term of the Contract (including renewal years). The bond shall be maintained throughout the term of the Contract and shall be in effect for four (4) years thereafter, issued by a reliable surety company which is licensed to do business in the State of Florida, as determined by the Department, and must include the following conditions: Obligee: The Department shall be named as the beneficiary of the bond. The insurer or bonding company shall be obliged to cover the full cost of performance loss suffered by the State of Florida. Notice of Attempted Change: The Vendor shall provide Department with ninety (90) Calendar Days prior written Notice or immediate Notice upon knowledge of any attempt to cancel or to make any other material change in the status, coverage or scope of the required bond or of the Vendor s failure to pay bond premiums. Premiums: The Department shall not be responsible for any premiums or assessments on the bond. Contract No.: DMS 16/17-018D Page 26 of 107

27 Purpose of Bond: The performance bond is to protect the Department and the State against any loss sustained through failure of the Vendor to perform the Services in accordance with the Contract. No payments shall be made to the Vendor until the performance bond is in place and approved by the Department in writing. Upon execution of the Contract and by Contract year start each year following the Effective Date, the Vendor shall provide the Department with a surety bond continuation certificate or other acceptable verification that the bond is valid and has been renewed for an additional year. As an alternative to the surety bond described in this section, the Vendor may use an irrevocable, letter of credit on an annually renewable basis, which in the reasonable judgment of the Department, provides substantially equivalent protection. Vendor Events of Default Any one (1) or more of the following events by Vendor, which is not cured within ten (10) Calendar Days after receipt of Notice thereof by the Department shall constitute an Event of Default: Vendor fails to pay any sum of money due hereunder; Vendor fails to provide the Services required under this Contract; Vendor employs an unauthorized alien in the performance of any work required under this Contract; Vendor fails to correct work that the Department has rejected as unacceptable or unsuitable; Vendor discontinues the performance of the work required under this Contract; Vendor fails to resume work that has been discontinued within a reasonable time after Notice to do so; Vendor abandons the project; Vendor becomes insolvent or is declared bankrupt; Vendor files for reorganization under the bankruptcy code; Vendor commits any action of bankruptcy or insolvency, either voluntarily or involuntarily; Vendor fails to promptly pay any and all taxes or assessments imposed by and legally due the State or federal government; Vendor makes an assignment for the benefit of creditors without the approval of the Department; Contract No.: DMS 16/17-018D Page 27 of 107

28 Vendor made or has made a material misrepresentation or omission in any materials provided to the Department; Vendor commits any material breach of this Contract; Vendor fails to furnish and maintain the performance bond; Vendor fails to procure and maintain the required insurance policies and coverages required by this Contract; The Department determines that the surety issuing a bond securing Vendor s performance of its obligations hereunder becomes insolvent or unsatisfactory; Vendor utilizes a Subcontractor in the performance of the work required by this Contract which has been placed on the State s Convicted Vendor List; Vendor is suspended or is removed as an authorized Vendor by any State or federal agency; or Vendor is convicted of a felony; or is placed on the State s Convicted Vendor List; or if Vendor s license is suspended or revoked. Vendor refuses to allow public access to all documents, papers, letters or other material subject to the provisions of Chapter 119, Florida Statutes, made or received by Vendor in conjunction with this Contract and not otherwise deemed confidential, proprietary or a trade secret; Vendor refuses to allow auditor access as required by the Contract; Vendor s license to provide Services in the State is suspended or revoked; Violation of subsection 3.2.5, or Vendor s permitting State Data to be transmitted, viewed, or accessed outside of the United States; Vendor s change of Subcontractors in violation of subsection 3.2.3, Subcontractors, of the Contract; Upon discovery, Vendor fails to Notify the Department within seven (7) Calendar Days of problems or issues impacting provision of Services; For any other cause whatsoever that Vendor fails to perform in an acceptable manner Failure to provide complete paid Claims data to the Department s Health Insurance Management Information System Vendor; Failure to timely report and pay the transaction fee contained in subsection (22)(c), Florida Statutes, as detailed in subsection 2.4.2, Payments; or Failure to meet the same monthly Performance Guarantee for at least three (3) months. Department Remedies in the Event of Default Upon the occurrence of an Event of Default on the part of Vendor, the Department is entitled at its sole discretion, to any one or all of the following remedies: Terminate this Contract; Contract No.: DMS 16/17-018D Page 28 of 107

29 Institute legal proceedings against Vendor to collect payment of any damages or sums owed by Vendor hereunder, including liquidated damages and the costs of reprocurement, and such equitable relief as is appropriate; and In the event of the Vendor s default, all State agencies will be advised not to do business with Vendor without written approval from the Division of State Purchasing until such time as Vendor reimburses the State for all re-procurement and transition costs. Department Events of Default Any one or more of the following events shall, after the required Notice(s) and opportunity to cure, except as otherwise provided below, constitutes an Event of Default on the part of the Department: The Department fails to timely pay all non-disputed amounts. The cure period for failure to pay shall be forty-five (45) Calendar Days from receipt of Notice of failure to pay, unless State law allows a longer period to pay; or The Department breaches any other material obligations under this Contract. The cure period for a material breach by the Department shall be forty-five (45) Calendar Days from receipt of Notice of material breach. Vendor Remedies in the Event of Default Upon occurrence of an Event of Default on the part of the Department, Vendor is entitled to any one or all of the following remedies. a. Equitable Relief. b. Monetary Damages. Vendor is entitled to recover any compensation due under subsection for Services actually provided in accordance with the Contract but not paid by the Department. Vendor is not entitled to, and will not seek, any other reimbursement or payment, or damages, including but not limited to lost profits, consequential or indirect costs or damages. Prior to the Department s payment to Vendor as the result of termination, Vendor will have satisfied all undisputed obligations to third parties relating to the Contract. Rights Cumulative, No Waiver The rights and remedies provided and available to the Department and Vendor in this Contract are distinct, separate and cumulative remedies, and no one of them, whether or not exercised by a Party, shall be deemed to be in exclusion of any other. The election of one (1) remedy shall not be construed as a waiver of any other remedy. Contract No.: DMS 16/17-018D Page 29 of 107

30 Termination for Cause The Department may terminate the Contract if Vendor commits an Event of Default under subsection 8.1 of this Contract. Vendor shall be liable for any re-procurement costs. Vendor shall continue work on any work not terminated. Except for Event of Default of Subcontractors, Vendor shall not be liable for any excess costs if the failure to perform the Contract arises from events completely beyond the control, and without the fault or negligence, of Vendor. If the failure to perform is caused by the Event of Default of a Subcontractor, and if the cause of the Event of Default is completely beyond the control of both Vendor and the Subcontractor, and without the fault or negligence of either, Vendor shall not be liable for any excess costs for failure to perform, unless the subcontracted Services were obtainable from other sources in sufficient time for Vendor to meet the required delivery schedule. If, after termination, it is determined that Vendor was not in default, or that the default was excusable, the rights and convenience of the Parties shall be the same as if the termination had been issued for the convenience of the Department. The rights and remedies of the Department in this clause are in addition to any other rights and remedies provided by law or under the Contract. Exclusive Remedy Vendor agrees that the provisions of section 9 shall be its exclusive remedy for termination and that Vendor is not entitled to, and will not seek, any other reimbursement or payment, claims or damages, including but not limited to lost profits, consequential or indirect damages, home office overhead, or costs for accelerating performance. State s Right to Cure Service Provider s Default If Service Provider commits an Event of Default in the performance of any term, provision, covenant or condition on its part to be performed hereunder, the Department may, upon notice to Service Provider after the expiration of any curative periods for which provision is made in this Contract, perform the same for the account and at the reasonable expense of Service Provider. If, at any time and by reason of such default, the Department is compelled to pay, or elects to pay, any sum of money or do any act which will require the payment of any sum of money, or is compelled to incur any expense in the enforcement of its rights hereunder or otherwise, such sum or sums, with a rate of interest if not established herein then as statutorily set by the State Comptroller (or successor), which together will be repaid to the Department by Service Provider promptly when billed therefor Contract No.: DMS 16/17-018D Page 30 of 107

31 In the event of termination or expiration of the Contract, Vendor shall work with the Department in good faith to transition or phase out the Services of the Contract. Transition services shall be provided for up to twelve (12) months, unless otherwise waived by the Department, and such services shall include: Continued provision of specified, identifiable Services; Vendor s cooperation with the Department and/or another Vendor designated by the Department in connection with the transfer of Services to such other Vendor; Notification of current procedures; Listing of equipment and software licenses then used to provide the Services; Explanations of operations to new Vendor subject to the execution of a non-disclosure agreement with the new vendor as may be required; Submission of a schedule for transition activities; and In post-migration status, answering reasonable questions on an as-needed basis. The transition services rendered during the term of the Contract shall be provided at no additional cost. Vendor recognizes that the Services under the Contract are vital to the Department and must be continued without interruption and that, upon Contract expiration or termination, a successor may continue them. Vendor s failure to cooperate with a succeeding Vendor in providing continuity of Services is default and breach of Contract, which shall entitle the Department to damages. Vendor shall provide experienced personnel during the Contract completion period to ensure that the Services required by the Contract are maintained at the same required level of proficiency subject to the required Performance Guarantees and to furnish phase-out training to either the Department or another Vendor. Vendor shall, upon written Notice, furnish phase-out Services for up to six (6) months after the Contract terminates and negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required. The plan shall specify a training program, subject to Department approval, necessary to avoid interruption of the Services. Within thirty (30) Business Days from the date of termination or expiration of the Contract, Vendor shall deliver to the Department all related files, records or other documentation related to the Services. Attorney-client and work product privileged information and proprietary and competitively sensitive trade secret information belonging to the Vendor shall not be subject to this provision. Contract No.: DMS 16/17-018D Page 31 of 107

32 This section shall survive termination of this Contract. Advertising Vendor shall not publicly disseminate any information concerning the Contract without prior written approval from the Department, including, but not limited to mentioning the Contract in a press release or other promotional material, identifying the Department or the State as a reference, or otherwise linking Vendor s name and either a description of the Contract or the name of the State or the Department in any material published, either in print or electronically, to anyone except Enrollees, network health care providers, or potential or actual Subcontractors. Within a reasonable time after the Effective Date, the Parties may issue a mutually agreeable joint press release regarding the Contract and the Services to be provided hereunder. Vendor will not use the State seal, name or logo of the Department or State, or Vendor s relationship to the Plan, for any purpose without the prior written consent of the Department. Vendor will not publish or release the results of its engagement without prior written approval from the Department. However, Vendor may refer to the Contract as an experience citation with other customers without prior approval. Assignment, Acquisition by Third Party The Vendor shall not sell, assign or transfer any of its rights, duties or obligations under the Contract. In the event of any proposed sale, transfer or assignment, the Department may agree to enter into a novation of the Contract with the proposed purchaser, assignee or transferee at its sole discretion. No change in Vendor s organization, if any, will operate to release the Vendor from its liability for the prompt and effective performance of its obligations under this Contract. Change of Statute or Regulation or Governmental Restrictions In the event Service Provider knows or should have known that any federal or state policies, operating procedures, laws, rules, or regulations have been or will be changed, created or otherwise modified so as to materially change or impact, either directly or indirectly, the Services, the medical industry, the managed care industry, the pharmaceutical manufacturing industry, or the responsibilities of the Parties (herein referred to as Changes ), Service Provider will promptly notify the Department, indicating the specific law, rule, regulation, draft or pending legislation, and/or policies and procedures. Service Provider will implement all requirements arising from Changes and the Parties will modify this Contract to the extent reasonably necessary to ensure that the Services will be in full compliance with such Changes. Such compliance will not entitle Service Provider to any Contract No.: DMS 16/17-018D Page 32 of 107

33 extension of time, term, or increase in compensation, except for those Changes that materially cause an increase in the Services or the scope of work. The Department reserves the right and the complete discretion to accept any such alteration or to cancel the Contract at no further expense to the Service Provider. Service Provider will not be entitled to an equitable adjustment or any additional compensation for any changes made to the Benefits Document, the Plan, statutes, or Chapter 60A-1 of the Florida Administrative Code, even if such Changes are attributable directly or indirectly to a state statute, law or other any action by Florida Legislature which is intended to modify the Plan, the Benefits Document, the State Group Insurance Program. Compliance with Laws, Including HIPAA Generally: Vendor shall comply with all laws, rules, codes, ordinances and licensing requirements that are applicable to the conduct of its business, including those of federal, State and local agencies having jurisdiction and authority. By way of non-exhaustive example, Chapter of the Florida Statutes and Chapter 60P of the Florida Administrative Code govern the Contract. By way of further non-exhaustive example, Vendor shall comply with the Immigration and Nationalization Act, the Americans with Disabilities Act and all prohibitions against discrimination on the basis of race, religion, sex, creed, national origin, handicap, marital status or veteran s status. Violation of such laws shall be grounds for Contract termination. The Vendor shall notify the Department immediately if the Vendor loses any licenses. Anti-Kickback Statute: Each party certifies that it will not violate the following laws with respect to the performance of its obligations under this Contract: the federal anti-kickback statute, set forth in 42 U.S.C. 1320a-7b(b); Florida s Anti-Kickback Law, set forth in section , Florida Statutes; the federal Stark law, set forth in 42 U.S.C. 1395nn; the Patient Self-Referral Act of 1992, set forth in section , Florida Statutes; the Patient Brokering Act, set forth in section , Florida Statutes; and the Florida False Claims Act, set forth in sections , Florida Statutes. Compliance with the Health Insurance Portability and Accountability Act of 1996 (HIPAA): Vendor shall comply with the Health Insurance Portability and Accountability Act of 1996 (HIPAA), as amended, and its rules and regulations, including but not limited to the provisions governing the privacy and security of records as well as administrative simplification. Vendor shall commit to implementation and compliance by the statutory deadlines set forth in the statute and associated regulations. Vendor shall assist the State in implementing its compliance with this legislation as it relates to HMO Services including but not limited to properly executed Privacy, Security, and Confidentiality Business Associate Agreement. Contract No.: DMS 16/17-018D Page 33 of 107

34 Any documents, reports, etc., provided to the Department by the Vendor with any portion marked Proprietary and/or Trade Secret, the Vendor must simultaneously provide a redacted copy along with a non-redacted copy of the document, report, etc. Public Entity Crimes: A person or affiliate who has been placed on the convicted Vendor list following a conviction for a public entity crime, as defined in section (1)(g), Florida Statutes, may not submit a bid or proposal on a contract to provide any goods or services to a public entity, may not submit a bid or proposal on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids or proposals on leases of real property to a public entity, may not be awarded or perform work as a Service Provider, supplier, Subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section , Florida Statutes, for Category Two for a period of 36 months from the date of being placed on the convicted Vendor list. Internal Revenue Service Reporting: Service Provider will make all necessary reports to the Internal Revenue Service regarding benefit payments made to health care Service Providers as required by law. Equal Employment Opportunity: Service Provider will not discriminate in its employment practices based on race, color, religion, age, sex, marital status, political affiliation, national origin or handicap, except as provided by law. Notice to the Department of Changes: In the event Service Provider becomes aware that any federal or state policies, operating procedures, laws, rules, or regulations applicable to this Contract have been or will be changed, created or otherwise modified so as to material change or impact, either directly or indirectly, the Plan, this Contract, the health industry or the responsibilities of the Parties hereunder, Service Provider will immediately notify the Department, indicating the specific law, rule, regulation, draft or pending legislation, and/or policies and procedures. The Parties may renegotiate the relevant portions of the Contract necessary to preserve compliance and the original intent of the Parties, to the extent permitted by law. Under section (5), Florida Statutes, it is the duty of every state employee, agency, contractor, and Subcontractor to cooperate with the inspector general in any investigation, audit, inspection, review, or hearing. Contract No.: DMS 16/17-018D Page 34 of 107

35 Contract Administrator The Department will name a Contract Administrator during the term of this Contract whose responsibility will be to maintain this Contract. As of the Effective Date, the Contract Administrator is: Maureen Livings Departmental Purchasing Department of Management Services 4050 Esplanade Way, Suite 335.2Z Tallahassee, FL Telephone: Maureen.Livings2@DMS.myFlorida.com The Department will provide Notice to Vendor of any changes to the Contract Administrator; provided, such changes will not be deemed Contract amendments. Contract Managers Each Party will designate a Contract Manager during the term of this Contract who will oversee the Party's performance of its duties and obligations pursuant to the terms of this Contract. As of the Implementation Date, the Department s Contract Manager is: Greg Mauldin State Group Insurance Department of Management Services 4050 Esplanade Way, Suite 215.5X Tallahassee, FL Telephone: Gregory.Mauldin@DMS.myFlorida.com Vendor s Account Manager is: Kimberly A Spence Senior Account Vice President 2100 River Edge Parkway Atlanta, GA Telephone: kimberly_a_mccurdy@uhc.com Contract No.: DMS 16/17-018D Page 35 of 107

36 Each Party will provide prompt written Notice no later than five (5) Business Days to the other Party of any changes to the Party s Contract/Account Manager or his or her contact information. Such changes will not be deemed Contract amendments. Dispute Resolution The Parties acknowledge that efforts should always be made to avoid Disputes through good communication and prompt requests for clarification and information. If a Dispute arises under this Contract, (a Dispute ) the Parties agree that the following procedures shall be the sole and exclusive procedures for resolution. Negotiations. The Parties will attempt in good faith to resolve any Dispute. Managers of the Department and Vendor who have authority to settle the Dispute and who are at a higher level of management than the persons with direct responsibility for administration of the Services at issue will promptly enter into negotiations to settle the Dispute. To the extent permitted by law, all negotiations shall be treated as confidential settlement negotiations for purposes of discovery and admissibility in any later legal action. Legal Action. The Parties will allow for at least thirty (30) Calendar Days of executive level negotiations, commencing on the date the aggrieved Party provides formal Notice of the Dispute to the other Party. If a Dispute is not resolved within this timeframe, either Party may bring an action in the state court in Leon County, Florida. This section shall survive termination of this Contract. Venue The sole and exclusive venue of any legal action that arises out of or relates to the Contract shall be the state court in Leon County, Florida; in any such action, Florida law shall apply. This section shall survive termination of this Contract. Entire Contract This Contract constitutes the full and complete Contract of the Parties hereto and supersedes any prior contracts, arrangements and communications, whether oral or written, with respect to the subject matter hereof. Each Party acknowledges that it is entering into the Contract solely on the basis of the representations contained herein, and for its own purposes and not for the benefit of any third party. Execution in Counterparts The Contract may be executed in counterparts, each of which shall be an original and all of which shall constitute but one (1) and the same instrument. Contract No.: DMS 16/17-018D Page 36 of 107

37 Force Majeure, Notice of Delay and No Damages for Delay Vendor shall not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of Vendor or its employees or agents contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods or other similar cause wholly beyond Vendor s control, or for any of the foregoing that affect Subcontractors or suppliers if no alternate source of supply is available to Vendor. In case of any delay Vendor believes is excusable, Vendor shall notify the Department in writing of the delay or potential delay and describe the cause of the delay either within ten (10) Calendar Days after the cause that creates or will create the delay first arose, if Vendor could reasonably foresee that a delay could occur as a result, or if delay is not reasonably foreseeable, within five (5) Calendar Days after the date Vendor first had reason to believe that a delay could result. No claim for damages, other than for an extension of time, shall be asserted against the Department. Vendor shall not be entitled to payment of any kind from the Department for direct, indirect, consequential, impact or other costs, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this paragraph, after the causes have ceased to exist Vendor shall perform at no increased cost, unless the Department determines, in its sole discretion, that the delay will significantly impair the value of the Contract to the State, in which case the Department may accept allocated Services from Vendor, provided that Vendor grants preferential treatment to the Department with respect to Services subjected to allocation, and/or purchase from other sources (without recourse to and by Vendor for the related costs and expenses) to replace all or part of the Services that are the subject of the delay, which purchases may be deducted from the Contract quantity, or terminate the Contract in whole or in part. THE FOREGOING SHALL CONSTITUTE VENDOR S SOLE REMEDY OR EXCUSE WITH RESPECT TO DELAY. Providing Notice in strict accordance with this paragraph is a condition precedent to such remedy. Changes The Department may unilaterally require, by written order, changes altering, adding to or deducting from the Contract specifications, provided that such changes are within the general scope of the Contract. The Department may make an equitable adjustment in the Contract price or delivery date if the change affects the cost or time of performance. Such equitable adjustments require the written consent of the Vendor, which shall not be unreasonably withheld. Contract No.: DMS 16/17-018D Page 37 of 107

38 Further Assurances The Parties will, subsequent to the Implementation Date, and without any additional consideration, execute and deliver any further legal instruments and perform any acts that are or may become necessary to effectuate the purposes of this Contract. Indemnification Vendor shall be liable for the actions of its employees, partners, Subcontractors, and all other agents and shall indemnify, defend and hold harmless the State, and its officers, agents and employees, from suits, actions, damages and costs of every name and description, including attorneys fees, arising from or relating to personal injury or wrongful death, damage to real or personal tangible property, or any other action alleged to be caused in whole or in part by Vendor, its employees, partners, Subcontractors, and all other agents; provided, however, that Vendor shall not indemnify for that portion of any loss or damages proximately caused by the negligent act or omission of the State. Further, Vendor shall indemnify, defend and hold harmless the State from any suits, actions, damages and costs of every name and description, including attorney s fees, arising from or relating to violation or infringement of a trademark, copyright, patent, trade secret or intellectual property right. If any Service is the subject of an infringement suit, or in Vendor s opinion is likely to become the subject of a suit, Vendor may at its sole expense procure for the State the right to continue using the Service or to modify it to become non-infringing. If Vendor is not reasonably able to modify or otherwise secure the State the right to continue using the Service, Vendor shall remove the Service and refund the State the amounts paid in excess of a reasonable rental for past use. The State shall not be liable for any royalties. Vendor s obligations under the preceding two (2) paragraphs with respect to any legal actions are contingent upon the State giving Vendor written Notice of any action or threatened action, the opportunity to participate in the defense of and settle any such action at Vendor s sole expense, and assistance in defending the action at Vendor s sole expense. Vendor shall not be liable for any cost, expense, or compromise incurred or made by the State in any legal action without Vendor s prior written consent, which shall not be unreasonably withheld. Vendor shall also indemnify, defend and save harmless the Enrollees for any financial loss caused by the failure of Vendor, its officers, directors or agents to comply with the terms of this Contract. This section shall survive termination of this Contract. The Department and Vendor agree that: (i) health care providers are not the agents or employees of the Department or Vendor and neither party renders medical services or treatments to Plan Participants and (ii) health care providers are solely responsible for the health care they deliver Contract No.: DMS 16/17-018D Page 38 of 107

39 to Plan Participants, and neither the Department nor Vendor is responsible for the health care that is delivered by health care providers. Defense of Third-Party Claims Notice of Claims Vendor shall promptly, and in no event later than five Business Days, notify the Department of any Plan-related legal actions or proceedings brought or initiated against Vendor, the Department or the Plan, of which Vendor becomes aware. The Department shall promptly notify Vendor of any Plan-related legal actions or proceedings, brought or initiated against Vendor, the Department or the Plan, of which the Department becomes aware. Department as Real Party in Interest If a Member files suit against Vendor regarding eligibility, enrollment or coverage that is the legal administrative responsibility of the Department without previously requesting an administrative hearing pursuant to Chapter 120, Florida Statutes, Vendor shall file a motion to dismiss or any other appropriate motions and shall notify the Department of its action. Vendor shall, when possible, notify the Department prior to the filing of such motion and shall notify the Department no later than seven (7) Business Days after the filing of any such motion. Prior to filing any such motions, Vendor shall, when possible, advise the party filing the suit, as appropriate, that issues regarding eligibility, enrollment or coverage that is the legal administrative responsibility of the Department require the exhaustion of administrative remedies and/or in such instances the real party in interest is the Department. In reference to legal proceedings regarding eligibility, enrollment or coverage that is the legal administrative responsibility of the Department, the Department may support Vendor s motions, as specified in this subsection, to drop Vendor and/or to substitute the Department, if the Department is not already a party to the lawsuit, as the real party in interest when requested by Vendor. If the Department is a codefendant in any such lawsuit, the Department may support any appropriate motion(s) to drop Vendor from the lawsuit. Vendor as Real Party in Interest In the event a lawsuit is filed against Vendor which raises a recognized cause of action or claim for relief based on Vendor s own policies or procedures to the administration of the Plan, Vendor shall, at its expense, defend such lawsuit provided. Vendor shall support the Department in any motion filed to drop the Department from any lawsuit where the damages sought by the filing litigant allegedly arise out of the policies and procedures of Vendor that do not concern eligibility, enrollment or coverage that is the legal administrative responsibility of the Department. Contract No.: DMS 16/17-018D Page 39 of 107

40 Cooperation in the Defense of Administrative and/or Legal Actions The Parties shall, upon request, cooperate fully with each other concerning any administrative or legal proceeding brought or initiated against them individually or jointly by Plan Enrollees or other persons relating to the administration of the Plan or Contract. In this regard, the Parties shall use their best efforts to keep each other apprised of any significant developments relating to such litigation or proceedings and the status of such legal matters as may be requested by their respective attorneys. In all administrative or legal proceedings, Vendor shall make available all files and documents requested by Department and Vendor attorneys, investigate the facts related to allegations raised in the proceedings, and make available as required by the Department, and at no additional cost, witnesses for depositions, administrative hearings and/or trial in any such proceedings. Administrative Proceedings The Department, as an agency of the State, shall be responsible, in accordance with State law, for handling and defending any administrative actions or proceedings brought by Members in accordance with sections , or , Florida Statutes. Upon request, Vendor shall promptly provide the Department with all records, including but not limited to, materials, available data, schedules, guidelines, audit trail, protocols or other materials that are necessary for the preparation of the defense in such proceedings. Support and Communication with Vendor s Legal Affairs Department Vendor shall, upon request of the Department, assist attorneys representing the Department by providing information and support in administrative and legal proceedings being contested by Members. Vendor shall advise the Department in writing within thirty (30) Calendar Days after the Effective Date of the Contract of the representative who will assist the Department's attorneys. Subsection shall survive termination of this Contract. Independent Vendor Status Vendor, together with its agents, Subcontractors, officers and employees, shall have and always retain under the Contract the legal status of an independent Vendor, and in no manner shall they be deemed employees of the State or deemed to be entitled to any benefits associated with such employment. Vendor remains responsible for all applicable federal, State and local taxes and all FICA contributions. Contract No.: DMS 16/17-018D Page 40 of 107

41 Inspection at Vendor Site The Department reserves the right to inspect, at any reasonable time with prior Notice, the equipment or other facilities of a Vendor or Subcontractor to assess conformity with Contract requirements and to determine whether they are adequate and suitable for proper and effective Contract performance. Intellectual Property Any ideas, concepts, know-how, data processing techniques, software, documentation, diagrams, schematics or blueprints developed exclusively by Vendor s personnel in connection with this Contract will be the exclusive property of the Department as part of delivering the required Services. Any joint or future software development effort will be subject to a separate agreement signed by Department and Vendor, wherein all ownership and license rights to such developed product shall be specified in detail. In the absence of such agreement, each Party shall maintain sole ownership of its own protectable proprietary materials, which are developed or owned solely by Department or Vendor, respectively. Lobbying and Integrity Vendor shall not, in connection with this or any other agreement with the State, directly or indirectly offer, confer or agree to confer any pecuniary benefit on anyone as consideration for any State officer or employee s decision, opinion, recommendation, vote, other exercise of discretion or violation of a known legal duty, or offer, give, or agree to give to anyone any Gratuity for the benefit of, or at the direction or request of, any State officer or employee. For purposes of this provision, Gratuity means any payment of more than nominal monetary value in the form of cash, travel, entertainment, gifts, meals, lodging, loans, subscriptions, advances, deposits of money, services, employment or contracts of any kind. Upon request of the Department s inspector general, or other authorized State official, Vendor shall provide any type of information the inspector general deems relevant to Vendor s integrity or responsibility. Such information may include, but shall not be limited to, Vendor s business or financial records, documents or files of any type or form that refer to or relate to the Contract. Vendor shall retain such records for the longer of three (3) years after the expiration of the Contract or the period required by the general records schedules maintained by the Florida Department of State. Vendor agrees to reimburse the State for the reasonable costs of investigation incurred by the inspector general or other authorized State official for investigations of Vendor s compliance with the terms of this or any other agreement between Vendor and the State which results in the suspension or debarment of Vendor. Such costs shall include, but shall not be limited to, salaries of investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees. Vendor shall not be responsible to the Department for any costs of investigations that do not result in Vendor s suspension or debarment. Contract No.: DMS 16/17-018D Page 41 of 107

42 Loss of Data In the event of loss of any State of Florida Data or record where such loss is due to the negligence of Vendor or any of its Subcontractors or agents, Vendor shall be fully responsible for recreating such lost State of Florida Data in the manner and on the schedule set by the Department, in addition to any other damages the Department may be entitled to by law or this Contract. Vendor shall bear the full cost for recreating any lost Data and will not be entitled to any compensation by the Department for those costs. This section shall survive termination of this Contract. Modifications of Terms The Contract contains all the terms and conditions agreed upon by the Parties, which shall govern all transactions under the Contract. The Contract may only be modified or amended upon mutual written agreement of the Department and Vendor. No oral agreements or representations shall be valid or binding upon the Department or Vendor. Vendor may not unilaterally modify the terms of the Contract by incorporating terms onto Vendor s order or fiscal forms or other documents forwarded by Vendor for payment. The Department s acceptance of Service or processing of documentation on forms furnished by Vendor for approval or payment shall not constitute amendment to this Contract or waiver of a default. Notices All Notices between the Parties regarding this Contract shall be in writing as follows: To the Department by certified mail, return receipt requested, by reputable courier service or delivered personally to: Department of Management Services Division of State Group Insurance Greg Mauldin 4050 Esplanade Way, Suite 215.5X Tallahassee, FL To the Vendor by certified mail, return receipt requested, by reputable courier service, or delivered personally to: UnitedHealthare Attention: Linda Mitchell 2100 River Edge Parkway Atlanta, GA Contract No.: DMS 16/17-018D Page 42 of 107

43 The Parties agree that any change in the above-referenced address or name of the contact person shall be submitted in a timely manner to the other Party. All Notices and other communications under this Contract shall be in writing and shall be deemed duly given either when delivered in person to the recipient named above, upon confirmation of courier delivery to the intended recipient; or three (3) Business Days after mailed by certified U.S. mail, return receipt requested, postage prepaid, addressed by name and address to the Party intended. Public Records Any and all records produced or used regarding this Contract are subject to Florida s public records law, as set forth in Chapter 119 of the Florida Statutes. Vendor must comply with all applicable provisions of Florida s public records law. Violation of this section shall constitute grounds for termination of the Contract. The Department may unilaterally cancel this Contract for refusal by the Vendor to comply with this section by not allowing public access to all documents, papers, letters or other material made or received by the Vendor in conjunction with the Contract, unless the records are exempt from section 24(a) of Article I of the State Constitution and section (1), F.S, or applicable state or federal law. IF THE VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT THE TELEPHONE NUMBER, ADDRESS AND MAILING ADDRESS PROVIDED IN THE CONTRACT. Solely for the purposes of this section the Contract Manager is the agency custodian of public records. If, under a resulting contract, the Vendor is providing services and is acting on behalf of a public agency, as provided by section , F.S. The Vendor shall: (a) Keep and maintain public records required by the public agency to perform the service; (b) Upon request from the public agency s custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within reasonable time and at a cost that does not exceed the cost provided in Chapter 119, F.S., or as otherwise provided by law; (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure are not disclosed except as authorized by law for the duration of the contract term Contract No.: DMS 16/17-018D Page 43 of 107

44 and following the completion of the Contract if the Vendor does not transfer the records to the public agency; (d) Upon completion of the Contract, transfer, at no cost, to the public agency all public records in possession of the Vendor or keep and maintain public records required by the public agency to perform the service. If the Vendor transfers all public records to the public agency upon completion of the contract, the Vendor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Vendor keeps and maintains public records upon completion of the contract, the Vendor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency s custodian of public records, in a format that is compatible with the information technology systems of the public agency. Vendor as an Agent If, under this contract, the Service Provider is providing Services and is acting on behalf of the Department as provided under chapter 119, Florida Statutes, the Service Provider, shall: (a) Keep and maintain public records that ordinarily and necessarily would be required by the Department in order to perform the service. (b) Provide the public with access to public records on the same terms and conditions that the Department would provide the records and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the Department all public records in possession of the Service Provider upon termination of the Contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the Department in a format that is compatible with the information technology systems of the Department. In the event the Service Provider receives a public records request directly, the Service Provider shall notify the Department immediately in writing of such inquiries. Any response or material responding to such an inquiry shall be coordinated in consultation with Department prior to dissemination by the Service Provider. The Department may unilaterally terminate this Contract for refusal by the Service Provider to comply with chapter 119 or this Section by not allowing public access to all documents, papers, letters, or other material made or received by the Service Provider in conjunction with the Contract No.: DMS 16/17-018D Page 44 of 107

45 Contract, unless the records are exempt from Article I Section 24(a) of the State Constitution and chapter 119, Florida Statutes. Rights to Records Vendor agrees that all documents and materials prepared by Vendor for purposes of this Contract shall be the sole property of the Department and shall be available to the Department at any time. The Department shall have the right to use the same without restriction and without payments to Vendor other than that specifically provided by this Contract. Taxes The State does not pay federal excise or sales taxes on direct purchases of tangible personal property. The State will not pay for any personal property taxes levied on Vendor or for any taxes levied on employees wages. Waiver The delay or failure by a Party to exercise or enforce any of its rights under this Contract shall not constitute or be deemed a waiver of the Party s right thereafter to enforce those rights, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. Warranty of Authority Each person signing the Contract warrants that he or she is duly authorized to do so and to bind the respective Party to the Contract. Warranty of Ability to Perform Vendor shall provide the Department appropriate documentation demonstrating that Vendor is in good standing and legally authorized to transact Services business in Florida. Vendor warrants that, to the best of its knowledge, there is no pending or threatened action, proceeding investigation, or any other legal or financial condition, that would in any way prohibit, restrain or diminish Vendor s ability to satisfy Contract obligations. Vendor warrants that neither it nor any affiliate is currently on the convicted Vendor list maintained pursuant to section , Florida Statutes, or on any similar list maintained by any other state or the federal government. Vendor shall immediately notify the Department in writing if its ability to perform is compromised in any manner during the term of the Contract. Severability If a court deems any provision of the Contract void or unenforceable, that provision shall be enforced only to the extent that it is not in violation of law or is not otherwise unenforceable and all other provisions shall remain in full force and effect. Contract No.: DMS 16/17-018D Page 45 of 107

46 Organizational Conflicts of Interest By executing this Contract, Vendor represents that either it has disclosed all Organizational Conflicts of Interest to the Department in writing, or no Organizational Conflicts of Interest exist. The term "Organizational Conflicts of Interest" means the existence any past, present or currently planned interests of Vendor that either directly or indirectly (through a client, contractual, financial, organizational or other relationship) relates to the Services and which may diminish Contactor s capacity to give impartial, technically sound, objective assistance and advice, or may give Vendor unfair negotiating advantage with respect to the Department. Best Pricing Clause Service Provider acknowledges and recognizes that the State wants to take advantage of any improvements in pricing/fees over the course of the Contract period. To that end, the pricing indicated in this Contract is a maximum guarantee. During the term of the Contract, if Service Provider implements or provides any other client, whether a public or private entity, with substantially the same services and with the same or fewer enrollees such pricing with an ASO fee more favorable than the pricing in this Contract, then Service Provider agrees to offer equivalent pricing terms to the Department and the Department and Service Provider will execute an amendment of this Contract. The Vendor agrees to annually submit to Department an affidavit from an authorized representative attesting that the Vendor is in compliance with Attachment 1: Affidavit of Best Pricing. The affidavit will be submitted to the Department by December 31 st each year. THIS SPACE INTENTIONALLY LEFT BLANK Contract No.: DMS 16/17-018D Page 46 of 107

47

48 ATTACHMENT 1: AFFIDAVITS This attachment provides the templates for the affidavits required by the Contract. Templates may be updated by the Department, with notification to the Vendor. Such changes will not require a Contract amendment. THIS SPACE INTENTIONALLY LEFT BLANK Contract No.: DMS 16/17-018D Page 48 of 107

49 Greg Reidy CEO North Florida Health Plan 10/6/2017

50

51 Greg Reidy CEO North Florida Health Plan 10/6/2017

52 ATTACHMENT 2: PERFORMANCE GUARANTEES A. SELF-INSURED VARIABLE AMOUNTS AT RISK WILL BE BASED ON AVERAGE ENROLLMENT FOR THE QUARTER REVIEWED PG # Standard/Goal Measurement Criteria Measurement Frequency Amount of Risk I. Implementation PG-1 Final Implementation Plan a.) Vendor shall provide the final Implementation Plan, inclusive of all the details described in HMO ITN section 6, to the Department no later than the date specified. Delivery no later than ten (10) Business Days following Contract execution One time measurement $1,000 per day for each Calendar Day past the due date that the final Implementation Plan, inclusive of all details, is not received by the Department PG-2 Quarterly Meetings The Account Management Team will attend and participate in all required quarterly performance meetings. One hundred percent (100%) attendance as required Quarterly $2,000 per meeting in which each member of the Account Management Team is not in attendance unless preapproved by the Department PG-3 Open Enrollment Benefit Fairs Vendor shall have vendor employees at each annual open enrollment meeting and/or benefit fair sponsored by the Department or its designee in the counties in which Vendor provides One hundred percent (100%) of benefit fairs will be staffed as required Annually $10,000 per benefit fair not staffed as required Contract No.: DMS 16/17-018D Page 52 of 107

53 PG # Standard/Goal Measurement Criteria Measurement Frequency Amount of Risk services to members on a work or live basis. PG-4 Plan Performance Review Within ten (10) Calendar Days following delivery of a performance review from the Department, Vendor shall develop and submit a corrective action plan (CAP) approved by the Department, and implement such plan within the time prescribed in the approved CAP. Vendor shall submit an approvable CAP within ten (10) Calendar Days and implement as agreed to in the CAP. If the submitted CAP is not approved, Vendor shall revise the CAP, incorporating any feedback by the Department, and resubmit within five (5) business days. Measurement methodology shall be measured from date of delivery of the plan performance review in Calendar Days No specified frequency $2,500 per Calendar Day late beyond the due date(s) PG-5 Service Level / Average Speed to Answer Inbound customer calls received by the designated customer service unit shall be answered by a live agent within the specified target time threshold. Target time threshold is measured from time the call is presented in the call queue for an agent and does not include any time used to navigate the Calls shall be answered within an average of thirty (30) seconds or less Quarterly 2% of ASO fees Contract No.: DMS 16/17-018D Page 53 of 107

54 PG # Standard/Goal Measurement Criteria Measurement Frequency Amount of Risk automated system upon entering the call queue, if applicable. PG-6 Call Abandonment Rate The percentage of calls presented to the call center agent queue that are terminated by an Enrollee before a live person answers shall not exceed the specified rate. Less than or equal to three percent (3%) Quarterly 1% of ASO fees PG-7 ID Cards a.) Open Enrollment: ID cards shall be mailed to Members within ten (10) Calendar Days following receipt of a usable open enrollment file. Ninety-nine percent (99%) or more will be mailed within ten (10) Calendar Days following receipt of a usable open enrollment file Annually 1% of ASO fees b.) Maintenance: ID cards throughout the calendar year shall be mailed within the time specified following receipt of a usable eligibility file. Ninety-nine percent (99%) or more will be mailed within four (4) Business Days of receipt Quarterly 1% of ASO fees PG-8 Member Satisfaction Survey Measured as the percentage of members conveying a satisfaction level in response to a Department approved Member Satisfaction Survey. a.) Initial Contract year: The level of overall satisfaction will be greater than or equal to ninety percent (90%) b.) Subsequent Contract years: The level of overall satisfaction One time measurement 3% of ASO fees Annually 3% of ASO fees Contract No.: DMS 16/17-018D Page 54 of 107

55 PG # Standard/Goal Measurement Criteria Measurement Frequency Amount of Risk will be greater than or equal to ninety-two percent (92%) PG-9 Accuracy and Timeliness/First Call Resolution/ Written Inquiry Response Time a.) Percent of callers who receive accurate information. Calls requiring additional research are excluded from the computation of this metric. Ninety percent (90%) of callers receive accurate information. Vendor must evaluate a statistically valid sample of inquiries with reports provided quarterly. Quarterly 2% of ASO fees b.) Percent of inquiries resolved during the initial call (excluding appeals, billing, errors and escalations). Ninety percent (90%) of all inquiries resolved during initial call. Vendor must evaluate a statistically valid sample of inquiries. Reports to be provided quarterly. Quarterly 2% of ASO fees c.) Percent of written inquiries responded to by a customer service representative Ninety-five percent (95%) within ten (10) Business Days Quarterly 2% of ASO fees IV. Network PG-10 Access Rate to Primary Care Physicians Vendor shall establish and maintain a network of participating physicians to provide services under the plan. Areas in which no appropriate provider a.) For urban and suburban areas, ninety-eight percent (98%) of Members will have at least two (2) providers within ten (10) miles of their home ZIP Code Annually $5,000 for each full percentage point below ninety-eight percent (98%) Contract No.: DMS 16/17-018D Page 55 of 107

56 PG # Standard/Goal Measurement Criteria Measurement Frequency Amount of Risk exists shall be excluded from measurement results, however, the overall access rate included in these areas shall be reported to the Department separately. Appropriate provider means a provider that passes a Vendor s accreditation process and with whom Vendor has made a good faith effort to contract with a reasonable payment agreement. Vendor must provide evidence of contracting efforts. At the request of the Department, Vendor shall provide additional documentation or explanation. b.) For rural areas, ninety-eight percent (98%) of Members will have at least one (1) provider within fifteen (15) miles of their home ZIP Code Annually $5,000 for each full percentage point below ninety-eight percent (98%) PG-11 Access Rate to Pediatricians Vendor shall establish and maintain a network of participating physicians to provide services under the plan. Areas in which no appropriate provider exists shall be excluded from measurement a.) For urban and suburban areas, ninety-eight percent (98%) of Members will have at least two (2) providers within ten (10) miles of their home ZIP Code Annually $5,000 for each full percentage point below ninety-eight percent (98%). Financial consequences will not be imposed if Pediatricians are not available within the Contract No.: DMS 16/17-018D Page 56 of 107

57 PG # Standard/Goal Measurement Criteria Measurement Frequency Amount of Risk results, however, the overall access rate included in these areas shall be reported to the Department separately. Appropriate provider means a provider that passes a Vendor s accreditation process and with whom Vendor has made a good faith effort to contract with a reasonable payment agreement. Vendor must provide evidence of contracting efforts. At the request of the Department, Vendor shall provide additional documentation or explanation. b.) For rural areas, ninety-eight percent (98%) of Members will have at least one (1) provider within fifteen (15) miles of their home ZIP Code specified radius or refuse to participate in Service Provider s network despite a documented good faith offer from the Service Provider. Annually $5,000 for each full percentage point below ninety-eight percent (98%). Financial consequences will not be imposed if Pediatricians are not available within the specified radius or refuse to participate in Service Provider s network despite a documented good faith offer from the Service Provider. PG-12 Access Rate to Specialists and OB/GYNs Vendor shall establish and maintain a network of participating physicians to provide services under the plan. Areas in which no appropriate provider exists shall be excluded a.) For urban and suburban areas, ninety-eight percent (98%) of Members will have at least two (2) providers within ten (10) miles of their home ZIP Code Annually $5,000 for each full percentage point below ninety-eight percent (98%). Financial consequences will not be imposed if Specialists and Contract No.: DMS 16/17-018D Page 57 of 107

58 PG # Standard/Goal Measurement Criteria Measurement Frequency Amount of Risk from measurement results, however, the overall access rate included in these areas shall be reported to the Department separately. Appropriate provider means a provider that passes a Vendor s accreditation process and with whom Vendor has made a good faith effort to contract with a reasonable payment agreement. Vendor must provide evidence of contracting efforts. At the request of the Department, Vendor shall provide additional documentation or explanation. b.) For rural areas, ninety-eight percent (98%) of Members will have at least one (1) provider within fifteen (15) miles of their home ZIP Code OB/GYNs are not available within the specified radius or refuse to participate in Service Provider s network despite a documented good faith offer from the Service Provider. Annually $5,000 for each full percentage point below ninety-eight percent (98%). Financial consequences will not be imposed if Specialists and OB/GYNs are not available within the specified radius or refuse to participate in Service Provider s network despite a documented good faith offer from the Service Provider. PG-13 Access Rate to Hospitals Vendor shall establish and maintain a network of participating hospitals to provide services under the plan. Areas in which no a.) For urban and suburban areas, ninety-eight percent (98%) of Members will have at least one (1) hospital within Annually $5,000 for each full percentage point below ninety-eight percent (98%). Financial consequences Contract No.: DMS 16/17-018D Page 58 of 107

59 PG # Standard/Goal Measurement Criteria Measurement Frequency Amount of Risk appropriate provider exists shall be excluded from measurement results, however, the overall access rate included in these areas shall be reported to the Department separately. Appropriate provider means a provider that passes a Vendor s accreditation process and with whom Vendor has made a good faith effort to contract with a reasonable payment agreement. Vendor must provide evidence of contracting efforts. At the request of the Department, Vendor shall provide additional documentation or explanation. ten (10) miles of their home ZIP Code b.) For rural areas, ninety-eight percent (98%) of Members will have at least one (1) hospital within twenty (20) miles of their home ZIP Code will not be imposed if a hospital is not available within the specified radius or refuse to participate in Service Provider s network despite a documented good faith offer from the Service Provider. Annually $5,000 for each full percentage point below ninety-eight percent (98%). Financial consequences will not be imposed if a hospital is not available within the specified radius or refuse to participate in Service Provider s network despite a documented good faith offer from the Service Provider. PG-14 Plan Data a.) Vendor shall submit a complete file of all paid Claims activity to the Department and/or its authorized representative in the time frame and One-hundred percent (100%) of medical paid Claims activity shall be delivered no later than the 25th Calendar Day following the reporting month Monthly $1,000 per day for each Business Day that any such data is not provided as required Contract No.: DMS 16/17-018D Page 59 of 107

60 PG # Standard/Goal Measurement Criteria Measurement Frequency Amount of Risk format specified by the Department. b.) Vendor shall submit a complete file of all medical paid Claims activity to the Department's PBM within the time period specified. One-hundred percent (100%) of medical paid Claims activity shall be delivered no later than the 25th Calendar Day following the reporting month Monthly $500 per day for each Business Day that the data is not provided c.) Vendor shall submit a complete file of all Claim accumulators to the Department's PBM within the time period specified. One-hundred percent (100%) of medical accumulators shall be delivered within twentyfour (24) hours. Monthly $500 per day for each Calendar Day that the data is not provided d.) In support of a health management information system, vendor shall provide all requested data related to the plan in the timeframe and format specified by the Department. One-hundred percent (100%) of requested data shall be delivered no later than the 20th Calendar Day following the reporting month Monthly $1,000 per day for each Business Day that any such data is not provided as required PG-15 Eligibility a.) Routine Updates: Eligibility files shall be accurately and timely loaded within the time specified. One-hundred percent (100%) within two (2) Business Days of receipt of a usable eligibility file Quarterly 0.5% of ASO fees for each occurrence where not met (up to 2% annually) b.) Non-routine Updates: Ad hoc or non-routine manual enrollment One-hundred percent (100%) within the same Business Day if requested during normal Quarterly 0.5% of ASO fees for each occurrence where Contract No.: DMS 16/17-018D Page 60 of 107

61 PG # Standard/Goal Measurement Criteria Measurement Frequency Amount of Risk updates at the request of the Department or its designee shall be completed in the time frame specified. business hours; otherwise, during the next Business Day not met (up to 2% annually) c.) Eligibility Discrepancies: Eligibility discrepancies shall be reported by vendor to the Department and eligibility vendor in the time frame specified. One-hundred percent (100%) within two (2) Business Days of receipt Monthly 2% of ASO fees for each occurrence where not met PG-16 Claims Timeliness Measured from the date the Claim is received in the office (Day 1) to the date the processed Claim reaches final action determination (including weekends and holidays). Medicaid Reclamation Claims shall be subject to this Claims Timeliness performance guarantee. a.) The average quarterly Claims payment turnaround time will not exceed fourteen (14) Calendar Days for ninety percent (90%) of all noninvestigated (clean) Claims b.) One-hundred percent (100%) of all Claims will be paid within thirty (30) Calendar Days All Claims (total number of original Claims received within the measured quarterly end and processed within thirty (30) days / total number of original Claims received within the measured Quarterly 2% of ASO fees Quarterly 2% of ASO fees Contract No.: DMS 16/17-018D Page 61 of 107

62 PG # Standard/Goal Measurement Criteria Measurement Frequency Amount of Risk quarter end and processed during the quarter) PG-17 Financial Accuracy Measured as the absolute value of financial errors divided by the total paid value of audited dollars paid based on quarterly internal audit of statistically valid sample. The measurement methodology shall be: Average quarterly financial accuracy of ninety-nine and a half percent (99.5%) or more Quarterly 3% of ASO fees (Amount of Claims dollars in sample paid correctly / amount of Claims dollars paid in sample) x (strata population dollars / total population dollars) Medicaid Reclamation Claims shall be subject to this Claims Financial Accuracy performance guarantee. PG-18 Processing Accuracy Measured as the percent of Claims processed without non-financial error. The measurement methodology shall be: Average quarterly processing accuracy of ninety-six percent (96%) or more Quarterly 2% of ASO fees Contract No.: DMS 16/17-018D Page 62 of 107

63 PG # Standard/Goal Measurement Criteria Measurement Frequency Amount of Risk (Number of Claims in strata sample without an administrative error / number of Claims in sample) x (number of Claims in strata population / number of Claims in total population) Medicaid Reclamation Claims shall be subject to this Claims Processing Accuracy performance guarantee. Pg-19 Payment Accuracy Measured as the percent of Claims processed without financial payment error. The measurement methodology shall be: Average quarterly financial accuracy of ninety-eight percent (98%) or more Quarterly 2% of ASO fees (Number of Claims in sample paid accurately / number of Claims in sample) x (number of Claims in strata population / number of Claims in total population) Medicaid Reclamation Claims shall be subject to this Claims Payment Contract No.: DMS 16/17-018D Page 63 of 107

64 PG # Standard/Goal Measurement Criteria Measurement Frequency Amount of Risk Accuracy performance guarantee. PG-20 Overpayment Recovery Measured as the number (count) of overpayments identified by monthly Overpaid Claims Report and paid to the State (not an offset of Claims) within ninety (90) Calendar Days. One hundred percent (100%) of all confirmed overpayments identified shall be recovered and returned to the Department within ninety Calendar Days. Annually 0.5% of ASO fee for each full percentage below one hundred percent (100%) (up to 2% annually) Medicaid Reclamation Claims shall be subject to this Claims Overpayment Recovery performance guarantee. PG-21 Appeals a.) Vendor shall finalize Level I Appeals within the specified time frame. Ninety-five percent (95%) of Level I Appeal determinations will be completed within: fifteen (15) days/pre-service thirty (30) days/post-service seventy-two (72) hours/urgent Quarterly $2,500 per calendar day beyond the due date per appeal b.) Vendor shall provide information, support, documentation and/or testimony to the Department as requested for Level II Appeals and administrative hearings One-hundred percent (100%) of requested information, support, documentation, and/or testimony will be provided to the Department by the date assigned by the Department. Quarterly $2,500 per calendar day beyond the due date per appeal Contract No.: DMS 16/17-018D Page 64 of 107

65 PG # Standard/Goal Measurement Criteria Measurement Frequency Amount of Risk within the time frame specified. c.) Vendor's external independent review organization shall conduct such reviews within the time frame specified. Ninety-five percent (95%) of IRO reviews will be completed within: forty-five days (45) days/preservice forty-five days (45) days/post- service seventy-two (72) hours/urgent Quarterly $2,500 per calendar day beyond the due date per review PG-22 Network Discount Guarantee Vendor's average discounts are guaranteed (including partner networks and/or rental networks, if applicable). Measured as the variance between actual annual discount (reflected in the annual Network Discount Guarantee Report) and Total Network Discount. Annually Amount at risk equal to amount proposed by bidder, subject to a minimum of $100,000 for each full percentage point that exceeds Total Network Discount VI. Reporting and Deliverables PG-23 Timeliness of the Delivery of Reports and Deliverables Reports and Deliverables shall be delivered to the Department and/or the Department's designee within the time period a.) Due weekly: Within two (2) Business Days of receipt of the enrollment file Weekly $250 per day for each Business Day past the due date that a report or Deliverable is not received Contract No.: DMS 16/17-018D Page 65 of 107

66 PG # Standard/Goal Measurement Criteria Measurement Frequency Amount of Risk specified in this PG, or by a later date, if requested by the Department. Note: the amount at risk applies to each report outlined in ITN section 6: Minimum Service Requirements. b.) Due monthly: By the due date specified in the Minimum Service Requirements c.) Due quarterly: Within fortyfive (45) Calendar Days of end of the reporting quarter or otherwise specified in the Minimum Service Requirements Monthly $250 per day for each Calendar Day past the due date that a report or Deliverable is not received Quarterly $250 per day for each Calendar Day past the due date that a report or Deliverable is not received d.) Due annually: Within fortyfive (45) Calendar Days of the end of the reporting year or as otherwise specified in the Minimum Service Requirements Annually $250 per day for each Calendar Day past the due date that a report or Deliverable is not received PG-24 Accuracy of Reports and Deliverables Reports and Deliverables that are delivered to the Department shall be accurate. (This Performance Guarantee does not apply to de minimum errors and omissions, as determined by the Department.) Note: the amount at risk applies to each report a.) One-hundred percent (100%) of weekly reports or Deliverables shall be mathematically and otherwise accurate b.) One-hundred percent (100%) of monthly reports or Deliverables shall be mathematically and otherwise accurate c.) One-hundred percent (100%) of quarterly reports or Weekly $1,000 per report or Deliverable Monthly $1,000 per report or Deliverable Quarterly $1,000 per report or Deliverable Contract No.: DMS 16/17-018D Page 66 of 107

67 PG # Standard/Goal Measurement Criteria Measurement Frequency Amount of Risk outlined in ITN section 6: Minimum Service Requirements. Deliverables shall be mathematically and otherwise accurate d.) One-hundred percent (100%) of annual reports and Deliverables shall be mathematically and otherwise accurate Annually $1,000 per report or Deliverable VII. Audits PG-25 Hospital Audits Vendor shall report audit results and deliver and recoveries to the Department within the time frame specified. a.) Report results within fortyfive (45) Calendar Days of the end of the reporting quarter b.) Delivery of one-hundred percent (100%) of recoveries within sixty (60) Calendar Days of the final determination date of the overpayment amount Quarterly $500 per day for each Calendar Day that the report is not provided Quarterly $2,000 per percentage point below one hundred percent (100%) PG-26 SSAE 16 Report Vendor shall provide SSAE 16 reports within the specified timeframe in Minimum Service Requirement Report results by October 1st each year Annually $500 per day for each Business Day until received Contract No.: DMS 16/17-018D Page 67 of 107

68 ATTACHMENT 3: ENROLLMENT FILE INTERFACE LAYOUT HMO Enrollment file Header Record Field Name Field Length Field Type Decimal Offset Position (if fixed) Field Description Valid Values Client Code 3 N 1-3 Client Specific Code Filler 1 X 4 Space Fill Record Count 9 N 5-13 # of records on the file Filler 1 X 14 Space Fill Run Date 8 N Date file was created Formatted YYYYMMDD Filler 1 X 23 Space Fill Coverage Period 6 N Coverage Period Formatted YYYYMM Contract No.: DMS 16/17-018D Page 68 of 107

69 Detail Record PLAN TYPE 3 N 1 Plan type code of the HMO that the subscriber belongs to SSN 9 N 4 SSN of the subscriber NAME 28 X 13 Name of the subscriber FORMAT: Last name [,] First name[space]middle Initial If field value is more than 28 characters when concatenated, truncate field from right end Field will be all UPPER CASE. DATE OF BIRTH 8 N 41 Birthday of the subscriber Formatted YYYYMMDD SEX 1 X 49 Sex of the subscriber M for male, F for female MAILING ADDRESS 60 X 50 Mailing Address of the subscriber Field should be forced to UPPER CASE Contract No.: DMS 16/17-018D Page 69 of 107

70 MAILING CITY 30 X 110 Mailing City of the subscriber Field should be forced to UPPER CASE MAILING STATE 2 X 140 Mailing State of the subscriber Field should be forced to UPPER CASE MAILING ZIP 9 X 142 Mailing Zip code of the subscriber HOME ADDRESS 60 X 151 Home Address of the subscriber Field should be forced to UPPER CASE HOME CITY 30 X 211 Home City of the subscriber Field should be forced to UPPER CASE HOME STATE 2 X 241 Home State of the subscriber Field should be forced to UPPER CASE HOME ZIP 9 X 243 Home Zip code of the subscriber HOME COUNTY CODE 2 N 251 Home county of the subscriber 01 = ALACHUA 02 = BAKER 03 = BAY Contract No.: DMS 16/17-018D Page 70 of 107

71 04 = BRADFORD 05 = BREVARD 06 = BROWARD 07 = CALHOUN 08 = CHARLOTTE 09 = CITRUS 10 = CLAY 11 = COLLIER 12 = COLUMBIA 13 = DADE 14 = DESOTO 15 = DIXIE 16 = DUVAL 17 = ESCAMBIA 18 = FLAGLER 19 = FRANKLIN 20 = GADSDEN Contract No.: DMS 16/17-018D Page 71 of 107

72 21 = GILCHRIST 22 = GLADES 23 = GULF 24 = HAMILTON 25 = HARDEE 26 = HENDRY 27 = HERNANDO 28 = HIGHLANDS 29 = HILLSBOROUGH 30 = HOLMES 31 = INDIAN RIVER 32 = JACKSON 33 = JEFFERSON 34 = LAFAYETTE 35 = LAKE 36 = LEE 37 = LEON Contract No.: DMS 16/17-018D Page 72 of 107

73 38 = LEVY 39 = LIBERTY 40 = MADISON 41 = MANATEE 42 = MARION 43 = MARTIN 44 = MONROE 45 = NASSAU 46 = OKALOOSA 47 = OKEECHOBEE 48 = ORANGE 49 = OSCEOLA 50 = PALM BEACH 51 = PASCO 52 = PINELLAS 53 = POLK 54 = PUTNAM Contract No.: DMS 16/17-018D Page 73 of 107

74 55 = ST JOHNS 56 = ST LUCIE 57 = SANTA ROSA 58 = SARASOTA 59 = SEMINOLE 60 = SUMTER 61 = SUWANNEE 62 = TAYLOR 63 = UNION 64 = VOLUSIA 65 = WAKULLA 66 = WALTON 67 = WASHINGTON 99 = OUT OF STATE blank = UNKNOWN WORK COUNTY CODE 2 N 253 Work county of the subscriber 01 = ALACHUA 02 = BAKER Contract No.: DMS 16/17-018D Page 74 of 107

75 03 = BAY 04 = BRADFORD 05 = BREVARD 06 = BROWARD 07 = CALHOUN 08 = CHARLOTTE 09 = CITRUS 10 = CLAY 11 = COLLIER 12 = COLUMBIA 13 = DADE 14 = DESOTO 15 = DIXIE 16 = DUVAL 17 = ESCAMBIA 18 = FLAGLER 19 = FRANKLIN Contract No.: DMS 16/17-018D Page 75 of 107

76 20 = GADSDEN 21 = GILCHRIST 22 = GLADES 23 = GULF 24 = HAMILTON 25 = HARDEE 26 = HENDRY 27 = HERNANDO 28 = HIGHLANDS 29 = HILLSBOROUGH 30 = HOLMES 31 = INDIAN RIVER 32 = JACKSON 33 = JEFFERSON 34 = LAFAYETTE 35 = LAKE 36 = LEE Contract No.: DMS 16/17-018D Page 76 of 107

77 37 = LEON 38 = LEVY 39 = LIBERTY 40 = MADISON 41 = MANATEE 42 = MARION 43 = MARTIN 44 = MONROE 45 = NASSAU 46 = OKALOOSA 47 = OKEECHOBEE 48 = ORANGE 49 = OSCEOLA 50 = PALM BEACH 51 = PASCO 52 = PINELLAS 53 = POLK Contract No.: DMS 16/17-018D Page 77 of 107

78 54 = PUTNAM 55 = ST JOHNS 56 = ST LUCIE 57 = SANTA ROSA 58 = SARASOTA 59 = SEMINOLE 60 = SUMTER 61 = SUWANNEE 62 = TAYLOR 63 = UNION 64 = VOLUSIA 65 = WAKULLA 66 = WALTON 67 = WASHINGTON 99 = OUT OF STATE blank = UNKNOWN (or no work county since retirees would not have a work county) Contract No.: DMS 16/17-018D Page 78 of 107

79 COVERAGE CODE 2 N 255 Coverage code of the subscriber 01 = Active Employee Individual, 02 = Active Employee Family, 22 = Spouse Program, 09 = COBRA Individual, 10 = COBRA Family, 11 = COBRA Extension Individual, 12 COBRA Extension Family, 61 = Early Retiree Individual, 62 = Early Retiree Family, 63 = Medicare I, 64 = Medicare II, 65 = Medicare III COVERAGE DATE 8 N 257 Coverage effective date of the subscriber Formatted YYYYMMDD IDENTIFIER 2 N 265 Enrollment category of the subscriber 00 = not an OPS employee 01 = OPS employee SAMAS ORG CODE 11 N 267 Samas org of the subscriber If employee status is Retiree, field is populated with Else if employee status is Retired Teacher, field is populated with Else if employee status is Vested Legislator, field is populated with Else if employee status is COBRA, field is populated with Else if employee status is Laid Off, field is populated with Contract No.: DMS 16/17-018D Page 79 of 107

80 Else if employee is an Active Employee field is populated with information based on where they work at. COVERAGE TERM DATE 8 N 278 Coverage Term Date FORMAT MMDDYYYY If a subscriber was dropped in a month prior to the current coverage month, the Coverage Term Date will be passed on the file only once. If the subscriber is termed in the current month or is in a status of nonpayment, the subscriber will continue on the file with the Term Date populated. FIRST NAME 40 X 286 Subscriber s First Name Field will be all UPPER CASE. MIDDLE INITIAL 1 X 326 Subscriber s Middle Initial Field will be UPPER CASE. LAST NAME 40 X 327 Subscriber s Last Name Field will be all UPPER CASE. SUB PREVIOUS SSN 9 N 367 Previous SSN of subscriber if If the subscriber has an SSN correction performed, populate in the former Contract No.: DMS 16/17-018D Page 80 of 107

81 it had been corrected (incorrect SSN) in this field. Otherwise it is blank PRIMARY PHONE NUMBER 10 N 376 Primary phone number for subscriber Primary phone number for subscriber if known otherwise blank ALTERNATE PHONE NUMBER 10 N 386 Alternate phone number for subscriber Alternate phone number for subscriber if known otherwise blank WORK PHONE NUMBER 10 N 396 Work phone number for subscriber Work phone number for subscriber if known otherwise blank (or no work phone since retirees would not have a work phone) DEPENDENT COUNT 2 N 406 Count of # dependents for the subscriber DEPENDENT DATA 408 This field occurs 20 times with the information of the rest of the fields below Contract No.: DMS 16/17-018D Page 81 of 107

82 RELATIONSHIP CODE 2 N Relationship the dependent has to the subscriber 2 = Spouse 3 = Child 4 = Legal Guardianship 5 = Grandchild 6 = Child 7 = Foster Child 8 = Step Child 9 = Unborn Child 90 = Over-age dependent Child DEPENDENT SSN 9 N SSN of the dependent DEPENDENT NAME 28 X Name of the dependent FORMAT: Last name [,] First name[space]middle Initial If field value is more than 28 characters when concatenated, truncate field from right end Field will be all UPPER CASE. DEPENDENT BIRTH DATE 8 N Birthday of the dependent Formatted YYYYMMDD Contract No.: DMS 16/17-018D Page 82 of 107

83 DEPENDENT ELIGIBLE DATE 8 N Date the dependent became eligible Formatted YYYYMMDD If no value, zero fill DEPENDENT INELIGIBLE DATE 8 N Date the dependent became ineligible Formatted YYYYMMDD. If no value (active records), zero fill DEPENDENT SEX 1 Sex of the dependent M for male, F for female, a space for unborn child. DEPENDENT FIRST NAME 40 X Dependent s First Name Field will be all UPPER CASE. DEPENDENT MIDDLE INITIAL 1 X Dependent s Middle Initial Field will be UPPER CASE. DEPENDENT LAST NAME 40 X Dependent s Last Name Field will be all UPPER CASE. The file format is fixed and contains multiple record types. The length is For Field Type, N means Numeric and X means Alphanumeric. Contract No.: DMS 16/17-018D Page 83 of 107

84 ATTACHMENT 4: ENROLLMENT FILE TRANSFER SCHEDULE 2015 Schedule, for illustrative purposes only. Month End Coverage Month Weekly Vendor Files Vendor Files (Monthly) File # 1 File # 2 File # 3 File # 4 Date file sent to the vendors from People First* Date file sent to the vendors from People First * Date file sent to the vendors from People First * Date file sent to the vendors from People First * Date file sent to the vendors from People First * Jan-15 12/29/2014 1/3/2015 1/10/2015 1/17/2015 Feb-15 1/27/2015 2/7/2015 2/14/2015 2/21/2015 Mar-15 2/25/2015 3/7/2015 3/ /21/2015 Apr-15 3/26/2015 4/4/2015 4/11/2015 4/18/2015 May-15 4/28/2015 5/2/2015 5/9/2015 5/16/2015 Jun-15 5/27/2015 6/6/2015 6/13/2015 6/20/2015 Jul-15 6/26/2015 7/4/2015 7/11/2015 7/18/2015 Aug-15 7/28/2015 8/1/2015 8/8/2015 8/15/2015 8/22/2015 Sep-15 8/26/2015 9/5/2015 9/12/2015 9/19/2015 Oct-15 9/28/ /3/ /10/ /17/ /24/2015 Nov-15 10/28/ /7/ /14/ /21/2015 Dec-15 11/24/ /5/ /12/ /19/2015 Jan-16 12/28/2015 1/2/2016 1/9/2016 1/16/2016 1/23/2016 * Pharmacy files are provided on the next work day. Contract No.: DMS 16/17-018D Page 84 of 107

85 ATTACHMENT 5: REPORTING AND DELIVERABLES ATTACHMENT 5: REPORTING AND DELIVERABLES FREQUENCY REPORT NUMBER REPORT NAME DUE DATE FILE LAYOUT Daily 1 Accumulator Exchange - to PBM Daily Department-prescribed format. Weekly Monthly 2 Reject Records Report w/in 2 business days starting w/ 1st full day file is available 3 Duplicate Records Report w/in 2 business days starting w/ 1st full day file is available 4 Address Errors Report w/in 2 business days starting w/ 1st full 5 System Generated Subscriber Drop Report day file is available w/in 2 business days starting w/ 1st full day file is available 6 Aged Claims Report 20th of following month Department-prescribed format. Department-prescribed format. Department-prescribed format. Department-prescribed format. Department-prescribed format. 7 Bank Reconciliation Report 20th of following month Department-prescribed format. Contract No.: DMS 16/17-018D Page 85 of 107

86 8 Claims Lag Histogram Report 25th of following month Department-prescribed format. 9 Paid Claims File - to Dept 25th of following month Department-prescribed format 10 Paid Claims Summary Report 25th of following month Department-prescribed format. 11 Paid Claims File - to PBM 25th of following month Department-prescribed format. 12 Paid Claims File - to HIMIS 20th of following month Department-prescribed format. 13 Subrogation Report 20th of following month Department-prescribed format. 14 Surcharge Reimbursement Reports 20th of following month Department-prescribed format. 15 Claims Overpayment Reimbursement Report 20th of following month Department-prescribed format. 16 Issued / Cashed Checks Report 20th of following month Department-prescribed format. 17 Enrollment / Demographics Report 20th of following month Department-prescribed format. 18 Background Checks/Persons with Disqualifying Offenses 15th of following month Department-prescribed format. 19 Administrative Fee Invoice 10th of following month Department-prescribed format. Contract No.: DMS 16/17-018D Page 86 of 107

87 Quarterly 20 Executive Summary Department-prescribed format. 21 Network Utilization Report w/in 45 days of quarter end Department-prescribed format. 22 Network Discount Guarantee Report w/in 45 days of quarter end Department-prescribed format. 23 Performance Guarantee Report w/in 45 days of quarter end Department-prescribed format will be provided during negotiation phase. 24 Key Metric Cost and Utilization Report w/in 45 days of quarter end Department-prescribed format. 25 Utilization Report w/in 45 days of quarter end Department-prescribed format. 26 Fraud Waste and Abuse Report w/in 45 days of quarter end Department-prescribed format. 27 Prescription Drug Rebate Report w/in 45 days of quarter end Department-prescribed format. 28 Clinician Staffed Toll-Free Service Line Report w/in 45 days of quarter end Department-prescribed format. 29 Hospital Utilization and Cost Report w/in 45 days of quarter end Department-prescribed format. 30 Network Provider Add / Delete Report w/in 45 days of quarter end Department-prescribed format. 31 Appeals Report w/in 45 days of quarter end Department-prescribed format. Contract No.: DMS 16/17-018D Page 87 of 107

88 32 Trend Analysis Report w/in 45 days of quarter end Department-prescribed format. 33 Clinical Program Report w/in 45 days of quarter end Department-prescribed format. 34 Internal Audit Report w/in 45 days of quarter end Department-prescribed format. 35 Hospital Claim Audit Report w/in 45 days of audit completion Department-prescribed format. 36 Prenatal Program Report w/in 45 days of quarter end Department-prescribed format. 37 Operational Performance Report w/in 45 days of quarter end Department-prescribed format. Annual 38 Healthcare Info and 24- Hour Support Summary Report w/in 45 days of quarter end Department-prescribed format. 39 Renewal Report TBD Department-prescribed format. 40 Network Discount Guarantee Report 4/15 of each year Department-prescribed format. 41 Hospital Audit Report w/in 45 days of year end Department-prescribed format. 42 Subscriber Satisfaction Survey w/in 45 days of year end Department-prescribed format. 43 SSAE 16 Report 10/1 of each year Department-prescribed format. Contract No.: DMS 16/17-018D Page 88 of 107

89 44 Performance Bond and Insurance Report w/in 45 days of year end Department-prescribed format. 45 Annual IBNR Report TBD Department-prescribed format. 46 Annual Claims Target Guarantee Report (if applicable) 47 Review Standard Operating Procedures w/in 180 days of year end Department-prescribed format. 10/1 of each year Department-prescribed format. THIS SPACE INTENTIONALLY LEFT BLANK Contract No.: DMS 16/17-018D Page 89 of 107

90 ATTACHMENT 6: VENDOR'S BEST AND FINAL OFFER 4050 Esplanade Way Tallahassee, Florida Tel: Fax: Rick Scott, Governor Chad Poppell, Secretary STATE OF FLORIDA DEPARTMENT OF MANAGEMENT SERVICES ITN NO: DMS 16/ FULLY-INSURED HEALTH MAINTENANCE ORGANIZATION BENEFITS AND SELF-INSURED HEALTH PLAN SERVICES REQUEST FOR BEST AND FINAL OFFER DUE: March 7, 2017 BY 5:00 PM ET Pursuant to ITN Sections 2.1 and 2.11, the Department requests Best and Final Offers from all vendors. Best and Final Offers are due by 5:00 PM ET on March 7, 2017, to the Procurement Officer, Sharita Newman at and Each Best and Final Offer must include: 1. Cover Letter indicating which items from Section 11 of your original response are included in your pricing. 2. Attachment C Financial Reply Revised. a. Attachment C must be submitted in accordance with Section 3.3 Tab 13 of the ITN. Tab C-2 has been intentionally removed. Medicare Advantage quotes are not required for the financial reply. However, a vendor s financial reply must include the Medicare retiree population. Each Best and Final Offer may include: 1. Redlines to Attachment A Draft Contract Revised Fully-Insured, and/or 2. Redlines to Attachment A Draft Contract Revised Self-Insured. The negotiation team may disregard any submitted changes, revisions, exceptions or deviations to the contract. Each vendor must its Best and Final Offer with files attached as a.pdf format to the Procurement Officer. If a Best and Final Offer exceeds the file limit to submit via , the vendor must submit its response on two duplicate thumb drives to the Procurement Officer by the above-stated deadline. After reviewing, the Department may seek additional clarification, proceed with additional negotiations with one or more vendors, or request additional or revised BAFOs; however, the Department is under no obligation to do so and may proceed directly to award. DMS-16/17-018D Page 90 of 107